EX-4.(A)(IV) 5 snn-20191231ex4aive3a60.htm EX-4.(A)(IV)

Exhibit 4(a)(iv)

EXECUTION VERSION

NOTE PURCHASE AGREEMENT

Dated as of December 18, 2019

SMITH & NEPHEW PLC

$140,000,000 2.83% Series A Senior Notes due June 17, 2027

$60,000,000 2.90% Series B Senior Notes due June 17, 2028

$100,000,000 2.97% Series C Senior Notes due June 17, 2029

$95,000,000 2.99% Series D Senior Notes due June 17, 2030

$155,000,000 3.09% Series E Senior Notes due June 17, 2032

O’Melveny & Myers LLP

Warwick Court

5 Paternoster Square

London EC4M 7DX

TABLE OF CONTENTS

|  | Page
1. | AUTHORIZATION OF NOTES. | 1
2. | SALE AND PURCHASE OF NOTES. | 2
3. | CLOSING. | 2
4. | CONDITIONS TO CLOSING. | 3
| 4.1 Representations and Warranties. | 3
| 4.2 Performance; No Default. | 3
| 4.3 Compliance Certificates. | 3
| 4.4 Opinions of Counsel. | 3
| 4.5 Purchase Permitted by Applicable Law, etc. | 4
| 4.6 Sale of Other Notes. | 4
| 4.7 Payment of Special Counsel Fees. | 4
| 4.8 Private Placement Number. | 4
| 4.9 Changes in Corporate Structure | 4
| 4.10 Acceptance of Appointment to Receive Service of Process. | 4
| 4.11 Funding Instructions. | 4
| 4.12 Offeree Letter. | 5
| 4.13 Proceedings and Documents. | 5
5. | REPRESENTATIONS AND WARRANTIES OF THE COMPANY. | 5
| 5.1 Organization; Power and Authority | 5
| 5.2 Authorization, etc | 5
| 5.3 Disclosure. | 5
| 5.4 Organization and Ownership of Shares of Subsidiaries. | 6
| 5.5 Financial Statements; Material Liabilities. | 7
| 5.6 Compliance with Laws, Other Instruments, etc. | 7
| 5.7 Governmental Authorizations, etc. | 7
| 5.8 Litigation; Observance of Statutes and Orders. | 7
| 5.9 Taxes. | 8
| 5.10 Title to Property; Leases. | 8
| 5.11 Licenses, Permits, etc. | 8
| 5.12 U.S. Plan Compliance with ERISA; Non-U.S. Plans. | 9
| 5.13 Private Offering | 10
| 5.14 Use of Proceeds; Margin Regulations. | 10
| 5.15 Existing Financial Indebtedness; Future Security Interests. | 10
| 5.16 Foreign Assets Control Regulations, etc. | 11
| 5.17 Status under Certain Statutes | 12
| 5.18 Ranking of Obligations | 12
6. | REPRESENTATIONS OF THE PURCHASERS. | 12
| 6.1 Purchase for Investment | 12
| 6.2 Confirmation of Tax Status | 13
| 6.3 Source of Funds. | 14
7. | INFORMATION AS TO THE COMPANY | 15
| 7.1 Financial and Business Information. | 15
| 7.2 Officer’s Certificate. | 18
| 7.3 Visitation. | 19
| 7.4 Electronic Delivery | 19
| 7.5 Limitation on Disclosure Obligation. | 20

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8. | INTEREST AND PREPAYMENT OF THE NOTES. | 21
| 8.1 Interest; Payments at Maturity | 21
| 8.2 Optional Prepayments with Make-Whole Amount | 21
| 8.3 Prepayment for Tax Reasons. | 21
| 8.4 Prepayment in Connection with a Noteholder Sanctions Event. | 23
| 8.5 Allocation of Partial Prepayments. | 24
| 8.6 Maturity; Surrender, etc. | 25
| 8.7 Purchase of Notes. | 25
| 8.8 Make-Whole Amount. | 25
| 8.9 Prepayment upon a Disposal | 27
| 8.10 Change of Control Prepayment | 27
9. | AFFIRMATIVE COVENANTS. | 28
| 9.1 Compliance with Law | 28
| 9.2 Insurance. | 28
| 9.3 Maintenance of Properties. | 28
| 9.4 Payment of Taxes and Claims | 28
| 9.5 Corporate Existence, etc. | 29
| 9.6 Books and Records. | 29
| 9.7 Priority of Obligations. | 29
| 9.8 Subsidiary Guarantees. | 29
10. | NEGATIVE COVENANTS. | 31
| 10.1 Transactions with Affiliates. | 31
| 10.2 Merger, Consolidation, etc. | 31
| 10.3 Economic Sanctions, Etc. | 32
| 10.4 Financial Condition. | 32
| 10.5 Negative Pledge | 39
| 10.6 Disposals. | 41
| 10.7 Subsidiary Debt Test. | 42
| 10.8 Line of Business | 43
11. | EVENTS OF DEFAULT. | 43
12. | REMEDIES ON DEFAULT, ETC. | 46
| 12.1 Acceleration | 46
| 12.2 Other Remedies. | 47
| 12.3 Rescission. | 47
| 12.4 No Waivers or Election of Remedies, Expenses, etc. | 47
13. | TAX GROSS-UP. | 47
| 13.1 Tax Gross-up | 47
| 13.2 HMRC DT Treaty Passport Scheme | 51
| 13.3 FATCA Information | 52
| 13.4 Survival. | 53
14. | REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES | 53
| 14.1 Registration of Notes. | 53
| 14.2 Transfer and Exchange of Notes. | 53
| 14.3 Replacement of Notes. | 54
15. | PAYMENTS ON NOTES | 54
| 15.1 Place of Payment. | 54
| 15.2 Home Office Payment | 54
16. | EXPENSES, ETC. | 55
| 16.1 Transaction Expenses. | 55
| 16.2 Certain Taxes. | 55

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| 16.3 Survival. | 56
17. | SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. | 56
18. | AMENDMENT AND WAIVER. | 56
| 18.1 Requirements. | 56
| 18.2 Solicitation of Holders of Notes. | 56
| 18.3 Binding Effect, etc. | 57
| 18.4 Notes Held by the Company, etc | 57
19. | NOTICES; ENGLISH LANGUAGE. | 58
20. | REPRODUCTION OF DOCUMENTS. | 58
21. | CONFIDENTIAL INFORMATION | 59
22. | SUBSTITUTION OF PURCHASER. | 60
23. | MISCELLANEOUS | 60
| 23.1 Successors and Assigns. | 60
| 23.2 Payments Due on Non-Business Days | 60
| 23.3 Accounting Terms. | 61
| 23.4 Severability | 61
| 23.5 Construction, etc. | 61
| 23.6 Counterparts. | 62
| 23.7 Governing Law. | 62
| 23.8 Jurisdiction and Process; Waiver of Jury Trial | 62
| 23.9 Obligation to Make Payment in Dollars. | 63

SCHEDULE A | INFORMATION RELATING TO PURCHASERS
SCHEDULE A1 | FORM OF QPP CERTIFICATE
SCHEDULE B | DEFINED TERMS
SCHEDULE 5.3 | Disclosure
SCHEDULE 5.4 | Organization and Ownership of Shares of Subsidiaries
SCHEDULE 5.5 | Financial Statements
SCHEDULE 5.15 | Existing Financial Indebtedness
EXHIBIT 1(a) | Form of 2.83% Series A Senior Note due June 17, 2027
EXHIBIT 1(b) | Form of 2.90% Series B Senior Note due June 17, 2028
EXHIBIT 1(c) | Form of 2.97% Series C Senior Note due June 17, 2029
EXHIBIT 1(d) | Form of 2.99% Series D Senior Note due June 17, 2030
EXHIBIT 1(e) | Form of 3.09% Series E Senior Note due June 17, 2032
EXHIBIT 4.4(a)(i) | Form of Opinion of Special Counsel to the Company (U.S.)
EXHIBIT 4.4(a)(ii) | Form of Opinion of Special Counsel to the Company (English)
EXHIBIT 9.8 | Form of Subsidiary Guarantee

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SMITH & NEPHEW PLC

Building 5

Croxley Park

Hatters Lane

Watford

Hertfordshire WD18 8YE

England

$140,000,000 2.83% Series A Senior Notes due June 17, 2027

$60,000,000 2.90% Series B Senior Notes due June 17, 2028

$100,000,000 2.97% Series C Senior Notes due June 17, 2029

$95,000,000 2.99% Series D Senior Notes due June 17, 2030

$155,000,000 3.09% Series E Senior Notes due June 17, 2032

As of December 18, 2019

TO EACH OF THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

SMITH & NEPHEW PLC, a public limited company organized under the laws of England and Wales with registered number 00324357 (together with any successor that becomes such in the manner prescribed in Section 10.2, the “Company”), agrees with each of the purchasers listed in Schedule A (the “Purchasers”) as follows:

1. AUTHORIZATION OF NOTES.

The Company will authorize the issue and sale of $140,000,000 aggregate principal amount of its 2.83% Series A Senior Notes due June 17, 2027 (the “Series A Notes”), $60,000,000 aggregate principal amount of its 2.90% Series B Senior Notes due June 17, 2028 (the “Series B Notes”), $100,000,000 aggregate principal amount of its 2.97% Series C Senior Notes due June 17, 2029 (the “Series C Notes”), $95,000,000 aggregate principal amount of its 2.99% Series D Senior Notes due June 17, 2030 (the “Series D Notes”), and $155,000,000 aggregate principal amount of its 3.09% Series E Senior Notes due June 17, 2032 (the “Series E Notes”, together with the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 14 of this Agreement). The Notes shall be substantially in the forms set out in Exhibits 1(a), 1(b), 1(c), 1(d) and 1(e). Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

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2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and Series specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. Each Purchaser’s obligations hereunder are several and not joint obligations, and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser.

3. CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of O’Melveny & Myers LLP, Warwick Court, 5 Paternoster Square, London EC4M 7DX, at 2:00 p.m., London time, at a closing (the “Closing”) on June 17, 2020 or on such other Business Day thereafter on or prior to July 17, 2020 as may be agreed upon by the Company and each Purchaser. At the Closing the Company will deliver to each Purchaser the Notes of each Series to be purchased by such Purchaser in the form of a single Note for each Series (or such greater number of Notes of each Series in denominations of at least $500,000 as such Purchaser may request prior to the Closing) dated the date of the Closing and registered in such Purchaser’s name or in the name of such Purchaser’s nominee (it being understood and agreed by such Purchaser that such Purchaser and nominee may not receive the benefit of any tax gross-up pursuant to Section 13 if under the law of the relevant Taxing Jurisdiction or any double taxation treaty to which the relevant Taxing Jurisdiction is party (or the current regulatory interpretation of such law or treaty) a nominee is disregarded (by reason of its holding securities as a nominee) for the purposes of an exemption from the Relevant Tax), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to:

Beneficiary: Smith & Nephew PLC

Beneficiary Bank: HSBC Bank PLC, London

Account: 83951259

IBAN: GB75 MIDL 4005 1583 9512 59

SWIFT/BIC: MIDLGB22

Correspondent: HSBC Bank USA NA, New York

Correspondent SWIFT/BIC: MRMDUS33XXX

If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

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4. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to it at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

4.1 Representations and Warranties.

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

4.2 Performance; No Default.

The Company shall have performed and complied with all agreements contained in Sections 1, 2 and 3 and all conditions contained in Section 4 of this Agreement required to be performed or complied with by it prior to or at the Closing. From the date of this Agreement until the Closing (and from the date of this Agreement to the Closing assuming Sections 9 and 10 are applicable from the date of this Agreement), before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) at the Closing, no (a) Default or Event of Default (including any action that would otherwise be deemed a Default if Sections 9 and 10 were applicable prior to the Closing) shall have occurred and be continuing or (b) a Change of Control or Noteholder Sanctions Event shall have occurred and be continuing.

4.3 Compliance Certificates.

(a) Officer’s Certificate. The Company shall have delivered to each Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Secretary’s or Director’s Certificate. The Company shall have delivered to each Purchaser a certificate of its Secretary or an Assistant Secretary or a Director or other appropriate person, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the Notes, and (ii) the Company’s organizational documents as then in effect.

4.4 Opinions of Counsel.

Each Purchaser shall have received opinions in form and substance satisfactory to it, dated the date of the Closing (a) from (i) O’Melveny & Myers LLP, special U.S. counsel for the Company, and (ii) O’Melveny & Myers LLP, special English counsel for the Company, substantially in the respective forms set forth in Exhibits 4.4(a)(i) and 4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinions to each Purchaser), and (b) from Akin Gump Strauss Hauer & Feld LLP, special U.S. counsel to the Purchasers in connection with such transactions, in the form agreed with the Purchasers, and covering such other matters incident to such transactions as such Purchaser may reasonably request.

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4.5 Purchase Permitted by Applicable Law, etc.

On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law but excluding any “foreign basket” or equivalent provisions) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by any Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as it may reasonably specify to enable it to determine whether such purchase is so permitted.

4.6 Sale of Other Notes.

Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

4.7 Payment of Special Counsel Fees.

Without limiting the provisions of Section 16.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of the special counsel to the Purchasers referred to in Section 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least two Business Days prior to the Closing.

4.8 Private Placement Number.

A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each Series of the Notes.

4.9 Changes in Corporate Structure.

The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.10 Acceptance of Appointment to Receive Service of Process.

Such Purchaser shall have received evidence of the acceptance by CT Corporation System of the appointments and designations provided for by Section 23.8(e) of this Agreement for the period from the date of Closing through June 17, 2033 (and the payment in full of all fees in respect thereof).

4.11 Funding Instructions.

At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3, including (i) the name and address of the

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transferee bank, (ii) such transferee bank’s IBAN number, (iii) the account name and number into which the purchase price for the Notes is to be transferred, and (iv) contact details of a representative of the Company and, if possible, of the bank, to verify such information.

4.12 Offeree Letter.

Mizuho Securities USA LLC and SG Americas Securities, LLC shall have delivered to the Company, its counsel and the Purchasers’ special counsel an offeree letter, in form and substance reasonably satisfactory to the Company and its counsel, confirming the manner of the offering of the Notes by Mizuho Securities USA LLC and SG Americas Securities, LLC.

4.13 Proceedings and Documents.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to each Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser as of the date of this Agreement and as of the date of the Closing that:

5.1 Organization; Power and Authority.

The Company is a company duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation and is duly qualified as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

5.2 Authorization, etc.

This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and

(b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3 Disclosure.

This Agreement and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement

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and such documents, certificates or other writings and financial statements delivered to each Purchaser prior to December 6, 2019 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2018 there has been no change in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the Company makes no representation or warranty as to the accuracy of any forecast or projection contained in the Disclosure Documents, except that such forecasts and projections were based on good faith estimates and assumptions believed by the Company to be reasonable as of the date of the applicable forecasts and projections.

5.4 Organization and Ownership of Shares of Subsidiaries.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its incorporation or organization, and the percentage of shares of each class of its capital stock, shares or similar equity interests outstanding owned by the Company and each other Subsidiary.

(b) Except where the inaccuracy of any of the warranties set out in sub-clauses (i)

– (iii) below (inclusive) would not reasonably be expected to have a Material Adverse Effect:

(i) all of the outstanding capital stock, shares or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Security Interest (except as otherwise disclosed in Schedule 5.4);

(ii) each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; and

(iii) no Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its

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Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

5.5 Financial Statements; Material Liabilities.

The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed in Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with IFRS consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the other Disclosure Documents.

5.6 Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of this Agreement and the Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Security Interests in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

5.7 Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes, including any thereof required in connection with obtaining Dollars to make payments under this Agreement or the Notes and the payment of such Dollars to Persons resident in the United States of America. It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in England of this Agreement or the Notes that any thereof or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax.

5.8 Litigation; Observance of Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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(b) Neither the Company nor any Subsidiary is in default under any term of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.9 Taxes.

The Company and each Subsidiary have filed all material tax returns that are required to have been filed by them in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or such Subsidiary, as the case may be, has established adequate reserves in accordance with IFRS. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes which are individually or in the aggregate Material for all fiscal periods are adequate.

No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of the United Kingdom or any political subdivision thereof will be incurred by the Company or any holder of a Note as a result of the execution or delivery of this Agreement or the Notes and no deduction or withholding in respect of Taxes imposed by or for the account of the United Kingdom or, to the knowledge of the Company, any other Taxing Jurisdiction, is required to be made from any payment by the Company under this Agreement or the Notes except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of the United Kingdom arising out of circumstances described in clause (a), (b), (c), (d) or (e) of Section 13.1.

5.10 Title to Property; Leases.

The Company and each Subsidiary have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Schedule 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Security Interests prohibited by this Agreement, except for those defects in title and Security Interests that, individually or in the aggregate, would not have a Material Adverse Effect. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11 Licenses, Permits, etc.

The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

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5.12 U.S. Plan Compliance with ERISA; Non-U.S. Plans.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3) of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Security Interest on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of Security Interests in connection with the amendment of a Plan, other than such liabilities or Security Interests as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $100,000,000 in the aggregate for all Plans. The present value of the accrued benefit liabilities (whether or not vested) under each Non U.S. Plan that is funded, determined as of the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non U.S. Plan allocable to such benefit liabilities by more than

£150,000,000 in the aggregate for all Non-U.S. Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred (i) withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material or (ii) any obligation in connection with the termination of or withdrawal from any Non U.S. Plan that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715 60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any non-exempt transaction that is subject to

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the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A) (D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s representation in Section 6.3, and with respect to any transferee, the accuracy of any representation made by such transferee pursuant to Section 6.3, as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser or transferee, as applicable.

(f) All Non U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply would not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non U.S. Plan documents or applicable laws to be paid or accrued by the Company and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue would not be reasonably expected to have a Material Adverse Effect.

5.13 Private Offering.

Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than 12 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has, with respect to the Notes, engaged in any form of “general solicitation or general advertising,” as defined under Rule 502(c) of the Securities Act. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

5.14 Use of Proceeds; Margin Regulations.

The Company will apply the proceeds of the sale of the Notes to the repayment of existing Financial Indebtedness and/or general corporate purposes, including for the avoidance of doubt for acquisitions. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock in violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 10% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 10% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15 Existing Financial Indebtedness; Future Security Interests.

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Financial Indebtedness of the Company and its

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Subsidiaries as of November 1, 2019 (including a description of the obligors and obligees, principal amount outstanding and whether secured or not), since which date, except as otherwise disclosed to the Purchasers in writing (including in an Officer’s Certificate delivered pursuant to Section 4.3(a)), there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Financial Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Financial Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Financial Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds £10,000,000 (or its equivalent) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Financial Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Financial Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Financial Indebtedness of the Company, except as disclosed in Schedule 5.15.

5.16 Foreign Assets Control Regulations, etc.

(a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List, or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

(b) Neither the Company nor any Controlled Entity within the past three (3) years

(i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws, in each case that, individually or in the aggregate are Material.

(c) No part of the proceeds from the sale of the Notes hereunder:

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

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(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

5.17 Status under Certain Statutes.

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995 or the Federal Power Act.

5.18 Ranking of Obligations

The Company’s payment obligations under this Agreement and the Notes will, upon issuance of the Notes, rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Financial Indebtedness of the Company, other than Financial Indebtedness which is mandatorily preferred by law.

6. REPRESENTATIONS OF THE PURCHASERS.

6.1 Purchase for Investment.

Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of its or their property shall at all times be within its or their control. Each Purchaser further severally represents that it is a sophisticated institutional investor and an “accredited investor” as defined in paragraph (1), (2), (3) or (7) of Rule 501(a) of the Securities Act and has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of its investment in the Notes and is able to bear the economic risk of holding the Notes for an indefinite period of time. Each Purchaser also severally represents that the Company has provided such Purchaser an opportunity to discuss with the Company’s management the consolidated financial statements delivered pursuant to Section 5.5, as well as the Company’s business, management, financial affairs and the terms and conditions of the offering of the Notes; provided, however, that the foregoing does not limit or modify the representations and warranties in Section 5 of this Agreement or the right of the Purchasers to rely thereon. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances

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where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

6.2 Confirmation of Tax Status.

(a) Each Purchaser or holder shall confirm to the Company promptly upon becoming a party to this Agreement by providing the details in Schedule A or by written notice to the Company upon execution of any assignment or transfer agreement as to which of the following categories applies to such holder: (i) not a Qualifying Noteholder or Treaty Holder; (ii) a Qualifying Noteholder; or (iii) a Treaty Holder. Where a Purchaser or holder has indicated it is a Qualifying Noteholder it shall specify which of the categories set out in subsections (a) to (e) of the Qualifying Noteholder definition applies to such holder. Where subsection (c) of the definition of Qualifying Noteholder applies it shall give a reasonable level of detail as to the basis on which such subsection applies. Where a Purchaser or holder has indicated it is to be a QPP Holder within subsection (e) of the definition of Qualifying Noteholder, such holder shall provide a duly completed QPP Certificate to the Company upon purchase, transfer or assignment of the Notes as the case may be. Such Purchaser or holder also agrees to notify the Company as soon as practicable after becoming aware that the confirmation given in the QPP Certificate has ceased to apply (other than as a result of a transfer of a Note). The Company shall if notified by HMRC to do so, (i) provide the QPP Certificate to HMRC by the date stated in the notice by HMRC and (ii) notify a QPP Holder if HMRC has required the Company to produce the QPP Certificate relating to such holder and subsequently notifies the Company that the QPP Certificate is a “cancelled certificate” for the purposes of the QPP regulations.

(b) Each holder which has indicated it is a Qualifying Noteholder (other than a QPP Holder) on a date when interest is payable under the Notes, represents to the Company that it is a Qualifying Noteholder, provided that no such representation will be made where a holder has notified the Company, in accordance with (c) below, that it is not or will not be a Qualifying Noteholder.

(c) A holder which has indicated it is a Qualifying Noteholder (other than a QPP Holder) shall notify the Company as soon as reasonably practicable after it becomes aware that it has ceased to be a Qualifying Noteholder.

(d) Each Purchaser that has indicated it is a Treaty Holder, severally represents that it (i) is a Person resident (as such term is defined in the appropriate Treaty) in the United States of America or in another Treaty State; and (ii) that it does not carry on business in the United Kingdom through a permanent establishment with which the indebtedness under the Notes in respect of which the interest or premium is paid is effectively connected (for the avoidance of doubt, this does not include its United Kingdom-incorporated parent company, if any, provided that such parent company is not and does not become the beneficial owner of any interest payments made by the Company on the Notes and any interest payments on the Notes are not paid to or attributable to and do not arise in such parent company).

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6.3 Source of Funds.

Each Purchaser severally represents as at the date of this Agreement and as at the date of the Closing that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or

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maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan and neither the purchase of, nor the subsequent holding of, the Notes will result in, arise from, constitute or involve a transaction that violates applicable state or local law; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.3, the terms “employee benefit plan”, “governmental plan”, and “separate account”, shall have the respective meanings assigned to such terms in section 3 of ERISA.

7. INFORMATION AS TO THE COMPANY.

7.1 Financial and Business Information.

The Company shall deliver, prior to Closing only, to each Purchaser and, after Closing, to each holder of Notes, in each case that is an Institutional Investor:

(a) Interim Statements -- promptly after the same are available and in any event within 120 days after the end of the first semi-annual financial period in each financial year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such period, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such period,

setting forth in each case in comparative form the figures for the corresponding period in the previous fiscal year, all in reasonable detail, prepared in accordance with IFRS applicable to interim financial statements generally, and certified by a Senior Financial Officer of the Company as fairly

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presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that, delivery to each holder of Notes that is an Institutional Investor, within the time period specified above, of the financial information that the Company is required to furnish to the regulatory information services in the United Kingdom pursuant to the Listing Rules of the UK Listing Authority for each such interim period shall be deemed to satisfy the requirements of this Section 7.1(a) so long as such financial information includes the information specified in clauses (i) and (ii) of this clause (a) and is accompanied by a comparison to the corresponding period in the previous fiscal year and otherwise satisfies the requirements of this paragraph, provided further that, if the financial reporting requirements for companies listed on the Official List of the UK Listing Authority are altered, the Company shall deliver to each holder of Notes that is an Institutional Investor such alternative financial information as the Company shall be required to disclose to its shareholders pursuant to the requirements of the UK Listing Authority in force at such time, as well as such supplemental information as is reasonably necessary to provide such holder with the same substantive consolidated financial information as such holder would have received (including, without limitation, all such information necessary to verify compliance with the covenants in Sections 10.4 through 10.7, inclusive) had the form and detail of the accounts not been changed from the form and detail of the most recent interim accounts listed in Schedule 5.5;

(b) Annual Statements -- promptly after the same are available and in any event within 180 days after the end of each financial year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with IFRS, and accompanied by an opinion thereon of independent chartered accountants of recognized international standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with IFRS, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that, delivery to each holder of Notes that is an Institutional Investor, within the time period specified above, of the financial information that the Company is required to furnish to the UK Listing Authority for each such fiscal year shall be deemed to satisfy the requirements of this Section 7.1(b) so long as such financial information includes the information specified in clauses (i) and (ii) of this clause (b) and is accompanied by the opinion referred to above and a comparison to the corresponding period in the previous fiscal year and

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otherwise satisfies the requirements of this paragraph, provided further that, if the financial reporting requirements for companies listed on the Official List of the UK Listing Authority are altered, the Company shall deliver to each holder of Notes that is an Institutional Investor such alternative financial information as the Company shall be required to disclose to its shareholders pursuant to the requirements of the UK Listing Authority in force at such time, as well as such supplemental information as is reasonably necessary to provide such holder with the same substantive consolidated financial information as such holder would have received (including, without limitation, all such information necessary to verify compliance with the covenants set forth in Sections 10.4 through 10.7, inclusive) had the form and detail of the accounts not been changed from the form and detail of the most recent audited accounts listed in Schedule 5.5;

(c) Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report, circular, notice or proxy statement or similar statement sent by the Company or any Subsidiary (x) to its creditors under any Principal Credit Facility (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or (y) to its public securities holders generally, (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus or circular and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission, the UK Listing Authority or any similar Governmental Authority or securities exchange, and (iii) each press release or other statement made available generally by the Company or any Subsidiary to the public concerning developments that are Material; provided, however, that it is acknowledged and agreed by the holders of Notes that any such report or document as contemplated by this clause (c) which has been posted to the Company’s official website with general access rights for the public shall be deemed to have been delivered to the holders of Notes as contemplated by this Section 7.1;

(d) Notice of Default or Event of Default -- promptly, and in any event within five Business Days after a Responsible Officer of the Company becomes aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) Employee Benefit Matters -- promptly and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate (or, in the case of clause (iv) below, any Subsidiary) proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

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(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Security Interest on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Security Interest, taken together with any other such liabilities or Security Interests then existing, would reasonably be expected to have a Material Adverse Effect; or

(iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

(f) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations under this Agreement or the Notes as from time to time may be reasonably requested by any such Purchaser (prior to Closing only) or holder of Notes, including information readily available to the Company explaining the Company’s financial statements if such information has been requested by the SVO in order to assign or maintain a designation of the Notes.

7.2 Officer’s Certificate.

Each set of financial statements delivered to a Purchaser (prior to the Closing only) or a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer of the Company setting forth:

(a) Covenant Compliance -- the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 10.4 through 10.7 hereof, inclusive, during the interim or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence). In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 23.3) as to the period covered by any such financial statement, such Senior Financial

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Officer’s certificate as to such period shall include a reconciliation from IFRS with respect to such election; and

(b) Event of Default -- a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the half yearly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto; and

(c) Material Subsidiaries – with the delivery of the annual financial statements pursuant to Section 7.1(b), a list of the then current Material Subsidiaries.

7.3 Visitation.

The Company shall permit the representatives of each Purchaser (prior to Closing only) and each holder of Notes that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then exists, at the expense of such Purchaser or holder, during reasonable business hours and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Responsible Officers of the Company and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default -- if a Default or Event of Default then exists, at the reasonable expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent chartered accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

7.4 Electronic Delivery

Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1 and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:

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(a) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1 are delivered to each holder of a Note by e-mail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; or

(b) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access or are made available on its home page on the internet, which is located at http://www.smith- nephew.com as of the date of this Agreement;

provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of clause (b), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 19, of such posting or availability in connection with each delivery; and provided further, that upon request of any holder to receive paper copies of such forms, financial statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

7.5 Limitation on Disclosure Obligation.

The Company shall not be required to disclose the following information pursuant to Sections 7.1(c), 7.1(f) or 7.3:

(a) information that the Company determines after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 21, it would reasonably be likely to be prohibited from disclosing by applicable law or regulations without making public disclosure thereof, or

(b) information that, notwithstanding the confidentiality requirements of Section 21, the Company is prohibited from disclosing by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Company or relevant Subsidiary and not entered into in contemplation of this clause (b), provided that the Company shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information.

Promptly after a request therefor from any holder of Notes that is an Institutional Investor, the Company will provide such holder with a written opinion of counsel (which may be addressed to the Company) relied upon as to any requested information that the Company is prohibited from disclosing to such holder under circumstances described in sub-clauses (a) and (b) above of this Section 7.5. Under

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no circumstances shall the Company be required to disclose any information whatsoever under the terms of this Agreement to any Person that is a Competitor.

8. INTEREST AND PREPAYMENT OF THE NOTES.

8.1 Interest; Payments at Maturity.

(a) Interest (computed on the basis of a 360-day year of twelve 30-day months) on each Note will accrue and be payable semi-annually on such Note in the amounts and at the times specified in the first paragraph of each such Note.

(b) The outstanding principal amount, if any, of the Series A Notes shall be repaid in full at par and without payment of the Make-Whole Amount or any premium on June 17, 2027. The outstanding principal amount, if any, of the Series B Notes shall be repaid in full at par and without payment of the Make- Whole Amount or any premium on June 17, 2028. The outstanding principal amount, if any, of the Series C Notes shall be repaid in full at par and without payment of the Make-Whole Amount or any premium on June 17, 2029. The outstanding principal amount, if any, of the Series D Notes shall be repaid in full at par and without payment of the Make-Whole Amount or any premium on June 17, 2030. The outstanding principal amount, if any, of the Series E Notes shall be repaid in full at par and without payment of the Make-Whole Amount or any premium on June 17, 2032.

8.2 Optional Prepayments with Make-Whole Amount.

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes (in a minimum principal amount of $5,000,000 and otherwise in multiples of $1,000,000) at 100% of the principal amount so prepaid, plus the Make-Whole Amount, if any, determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount and Series of each Note held by such holder to be prepaid (determined in accordance with Section 8.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer (without personal liability, other than for fraud) as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer (without personal liability, other than for fraud) specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

8.3 Prepayment for Tax Reasons.

If at any time as a result of a Change in Tax Law (as defined below) the Company is or becomes obligated to make any Additional Payments (as defined below) in respect of any payment of interest on account of any of the Notes in an aggregate amount for all affected

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Notes equal to 5% or more of the aggregate amount of such interest payment on account of all affected Notes, the Company may give the holders of all affected Notes irrevocable written notice (each, a “Tax Prepayment Notice”) of the prepayment of such affected Notes on a specified prepayment date (which shall be a Business Day not less than 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Company to make any Additional Payments and the amount thereof and stating that all of the affected Notes shall be prepaid on the date of such prepayment at 100% of the principal amount so prepaid together with interest accrued thereon to the date of such prepayment but without payment of any Make-Whole Amount for such Note, determined for the prepayment date with respect to such principal amount, except in the case of any holder of an affected Note which shall, by written notice given to the Company no more than 20 days after receipt of the Tax Prepayment Notice, reject such prepayment of such Note (each, a “Rejection Notice”). The form of Rejection Notice shall also accompany the Tax Prepayment Notice and shall state with respect to each Note covered thereby that execution and delivery thereof by the holder of such Note shall operate as a permanent waiver of such holder’s right to receive the Additional Payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest on such Note (but not of such holder’s right to receive any Additional Payments that arise out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the Additional Payment described in the Tax Prepayment Notice), which waiver shall be binding upon all subsequent transferees of such Note. The Tax Prepayment Notice having been given as aforesaid to each holder of the affected Notes, the principal amount of such Notes together with interest accrued thereon to the date of such prepayment but without payment of any Make-Whole Amount shall become due and payable on such prepayment date, except in the case of Notes the holders of which shall timely give a Rejection Notice as aforesaid.

No prepayment of the Notes pursuant to this Section 8.3 shall affect the obligation of the Company to pay Additional Payments in respect of any payment made on or prior to the date of such prepayment. For purposes of this Section 8.3, any holder of more than one affected Note may act separately with respect to each affected Note so held (with the effect that a holder of more than one affected Note may accept such offer with respect to one or more affected Notes so held and reject such offer with respect to one or more other affected Notes so held).

The Company may not prepay or offer to prepay Notes pursuant to this Section 8.3 (a) if a Default or Event of Default then exists, (b) until the Company shall have taken commercially reasonable steps to mitigate the requirement to make the related Additional Payments or (c) if the obligation to make such Additional Payments directly results or resulted from actions taken by the Company or any Subsidiary (other than actions required to be taken under applicable law), and any Tax Prepayment Notice given pursuant to this Section 8.3 shall certify to the foregoing and describe such mitigation steps, if any.

For purposes of this Section 8.3: “Additional Payments” means additional amounts required to be paid to a holder of any Note pursuant to Section 13 by reason of a Change in Tax Law; and a “Change in Tax Law” means (individually or collectively with one or more prior changes) (i) an amendment to, or change in, any law, treaty, rule or regulation of the United Kingdom after the date of the Closing, or an amendment to, or change in, an official interpretation or application of such law, treaty, rule, regulation published practice or concession after the date of the Closing, which amendment or change is in force and continuing and meets the opinion and certification requirements described below or (ii) in the

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case of any other jurisdiction that becomes a Taxing Jurisdiction after the date of the Closing, an amendment to, or change in, any law, treaty, rule or regulation of such jurisdiction (or any published practice or concession of any relevant taxing authority), or an amendment to, or change in, an official interpretation or application of such law, treaty, rule, regulation, published practice or concession in any case after such jurisdiction shall have become a Taxing Jurisdiction, which amendment or change is in force and continuing and meets such opinion and certification requirements. No such amendment or change shall constitute a Change in Tax Law unless the same would in the opinion of the Company (which shall be evidenced by an Officer’s Certificate of the Company and supported by a written opinion of counsel having recognized expertise in the field of taxation in the Taxing Jurisdiction, both of which shall be delivered to all holders of the Notes prior to or concurrently with the Tax Prepayment Notice in respect of such Change in Tax Law) affect the deduction or require the withholding of any Tax imposed by such Taxing Jurisdiction on any payment payable on the Notes.

8.4 Prepayment in Connection with a Noteholder Sanctions Event.

(a) Upon the Company’s receipt of notice from any Affected Noteholder that a Noteholder Sanctions Event has occurred (which notice shall refer specifically to this Section 8.4(a) and describe in reasonable detail such Noteholder Sanctions Event), the Company shall promptly, and in any event within 10 Business Days, make an offer (the “Sanctions Prepayment Offer”) to prepay the entire unpaid principal amount of Notes held by such Affected Noteholder (the “Affected Notes”), together with interest thereon to the prepayment date selected by the Company with respect to each Affected Note but without payment of any Make-Whole Amount, which prepayment shall be on a Business Day not less than 30 days and not more than 60 days after the date of the Sanctions Prepayment Offer (the “Sanctions Prepayment Date”). Such Sanctions Prepayment Offer shall provide that such Affected Noteholder notify the Company in writing by a stated date (the “Sanctions Prepayment Response Date”), which date is not later than 10 Business Days prior to the stated Sanctions Prepayment Date, of its acceptance or rejection of such prepayment offer. If such Affected Noteholder does not notify the Company as provided above, then the holder shall be deemed to have accepted such offer.

(b) Subject to the provisions of subparagraphs (c) and (d) of this Section 8.4, the Company shall prepay on the Sanctions Prepayment Date the entire unpaid principal amount of the Affected Notes held by such Affected Noteholder who has accepted (or has been deemed to have accepted) such prepayment offer (in accordance with subparagraph (a)), together with any accrued and unpaid interest thereon to the Sanctions Prepayment Date with respect to each such Affected Note, but without payment of any Make-Whole Amount.

(c) If a Noteholder Sanctions Event has occurred but the Company and/or its Controlled Entities have taken such action(s) in relation to their activities so as to remedy such Noteholder Sanctions Event (with the effect that a Noteholder Sanctions Event no longer exists, as reasonably determined by such Affected Noteholder) prior to the Sanctions Prepayment Date, then the Company shall no longer be obliged or permitted to prepay such Affected Notes in relation to

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such Noteholder Sanctions Event. If the Company and/or its Controlled Entities shall undertake any actions to remedy any such Noteholder Sanctions Event, the Company shall keep the holders reasonably and timely informed of such actions and the results thereof.

(d) If any Affected Noteholder that has given written notice to the Company of its acceptance of (or has been deemed to have accepted) the Company’s prepayment offer in accordance with subparagraph (a) also gives notice to the Company prior to the relevant Sanctions Prepayment Date that it has determined (in its sole discretion) that it requires clearance from any United States Governmental Authority in order to receive a prepayment pursuant to this Section 8.4, the principal amount of each Note held by such Affected Noteholder, together with interest accrued thereon to the date of prepayment, shall become due and payable on the later to occur of (but in no event later than the maturity date of the relevant Note) (i) such Sanctions Prepayment Date and (ii) the date that is 10 Business Days after such Affected Noteholder gives notice to the Company that it is entitled to receive a prepayment pursuant to this Section 8.4 (which may include payment to an escrow account designated by such Affected Noteholder to be held in escrow for the benefit of such Affected Noteholder until such Affected Noteholder obtains such clearance from such United States Governmental Authority), and in any event, any such delay in accordance with the foregoing clause (ii) shall not be deemed to give rise to any Default or Event of Default.

(e) Promptly, and in any event within 5 Business Days, after the Company’s receipt of notice from any Affected Noteholder that a Noteholder Sanctions Event shall have occurred with respect to such Affected Noteholder, the Company shall forward a copy of such notice to each other holder of Notes.

(f) The Company shall promptly, and in any event within 10 Business Days, give written notice to the holders after the Company or any Controlled Entity having been notified that (i) its name appears or may in the future appear on a State Sanctions List or (ii) it is in violation of, or is subject to the imposition of sanctions under, any U.S. Economic Sanctions Laws, in each case which notice shall describe the facts and circumstances thereof and set forth the action, if any, that the Company or a Controlled Entity proposes to take with respect thereto.

(g) The foregoing provisions of this Section 8.4 shall be in addition to any rights or remedies available to any holder of Notes that may arise under this Agreement as a result of the occurrence of a Noteholder Sanctions Event; provided, that, if the Notes shall have been declared due and payable pursuant to Section 12.1 as a result of the events, conditions or actions of the Company or its Controlled Entities that gave rise to a Noteholder Sanctions Event, the remedies set forth in Section 12 shall control.

8.5 Allocation of Partial Prepayments.

In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes (without regard

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to Series) at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.6 Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.7 Purchase of Notes.

The Company will not, and will not permit any Affiliate which it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions (except to the extent necessary to reflect differences in the interest rates, currencies and maturities of the Notes of different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 50% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by the Company or any Affiliate which it controls pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.8 Make-Whole Amount.

The term “Make-Whole Amount” means, with respect to any Note of any Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note of such Series over the amount of such Called Principal, provided that the Make-Whole Amount may not in any event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Applicable Percentage” means 50 basis points.

“Called Principal” means, with respect to any Note of any Series, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

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“Discounted Value” means, with respect to the Called Principal of any Note of any Series, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Series of the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note of any Series, the sum of the (x) Applicable Percentage plus (y) the yield to maturity implied by the mid-point between the bid and ask-side yield(s) reported as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1 on Bloomberg Financial Markets (“Bloomberg”) or, if Page PX1 (or its successor screen on Bloomberg) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded on the run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the mid-point between the bid and ask-side yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal of any Note of any Series, the number of years obtained by dividing (i) such Called Principal into

(ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30- day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note of any Series, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note of any Series, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

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8.9 Prepayment upon a Disposal.

(a) If the Company makes an offer of prepayment of the Notes pursuant to Section 10.6(b)(vii)(B), the Company shall give written notice thereof (a “Sale of Assets Notice”) to each holder of the Notes, which shall (i) refer to this Section 8.9(a) and the rights of such holders hereunder, (ii) contain an offer by the Company to prepay such holder’s ratable portion of the aggregate principal amount of the Notes offered to be prepaid pursuant to Section 10.6(b)(vii)(B), plus accrued and unpaid interest thereon to the prepayment date selected by the Company (as provided below) but without payment of any Make-Whole Amount with respect thereto, which prepayment shall be on a date specified in the Sale of Assets Notice, which date (the “Sale of Assets Prepayment Date”) shall be a Business Day not more than 60 days after the date of such Sale of Assets Notice (and which date shall be, if no date is selected by the Company, the 60th day after the date of delivery of the Sale of Assets Notice), and (iii) request each such holder to notify the Company in writing by a stated date, which date is not less than 30 days after such holder’s receipt of the Sale of Assets Notice, of its acceptance or rejection of such offer. A holder’s failure to respond shall be deemed a rejection of such offer.

(b) On the Sale of Assets Prepayment Date, the applicable unpaid principal amount of Notes held by each holder of Notes who has accepted the Company’s prepayment offer (in accordance with Section 8.9(a)(iii)), together with any accrued and unpaid interest thereon to the Sale of Assets Prepayment Date but without payment of any Make-Whole Amount with respect thereto shall become due and payable.

8.10 Change of Control Prepayment.

(a) Promptly and in any event within five (5) Business Days upon becoming aware that a Change of Control has occurred, the Company shall give written notice of such fact (the “Company Notice”) to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.10 and the rights of the holders hereunder and state that a Change of Control has occurred, (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder, together with interest thereon to the prepayment date selected by the Company with respect to each Note but without payment of any Make-Whole Amount with respect thereto, which prepayment shall be on a date specified in the Company Notice, which date shall be a Business Day not less than 35 days and not more than 45 days after such Company Notice is given, and (iv) request each holder to notify the Company in writing by a stated date (the “Change of Control Response Date”), which date is not less than 30 days after such holder’s receipt of the Company Notice, of its acceptance or rejection of such prepayment offer. If a holder does not notify the Company as provided above, then the holder shall be deemed to have rejected such offer.

(b) On the prepayment date specified in the Company Notice, the entire unpaid principal amount of the Notes held by each holder of Notes who has accepted such prepayment offer (in accordance with sub-clause (iv) of subparagraph

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(a)), together with interest thereon to the prepayment date with respect to each such Note but without payment of any Make-Whole Amount with respect thereto shall become due and payable.

9. AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

9.1 Compliance with Law.

Without limiting Section 10.3, the Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including ERISA, Environmental Laws, the USA Patriot Act and the other laws and regulations that are referred to in Section 5.16), and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2 Insurance.

The Company will and will cause each of its Subsidiaries to maintain (whether directly or through coverage obtained under umbrella policies taken out by other members of the Group), with institutions it reasonably believes to be financially sound and reputable (to the extent not self-insured as described below), insurance to the extent commercially available with respect to their respective properties and businesses (other than in relation to immaterial properties or businesses) against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto in the reasonable judgment of the Company) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated, except where the failure to maintain any such insurance would not reasonably be expected to have a Material Adverse Effect.

9.3 Maintenance of Properties.

The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if the Company or such Subsidiary has concluded that such discontinuance (i) is desirable in the conduct of its business and (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4 Payment of Taxes and Claims.

The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies payable by any

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of them to the extent the same have become due and payable and before they have become delinquent, provided that neither the Company nor any Subsidiary need file a tax return or pay any such tax, assessment, charge or levy if (a) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with IFRS on the books of the Company or such Subsidiary or (b) the non-filing of all such tax returns and the nonpayment of all such taxes, assessments, charges and levies in the aggregate would not reasonably be expected to have a Material Adverse Effect.

9.5 Corporate Existence, etc.

Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.2 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company or Subsidiary, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

9.6 Books and Records.

The Company will, and will cause each of its Subsidiaries to, maintain in all Material respects proper books of record and account in conformity with IFRS (or to the extent a Subsidiary applies local accounting principles in effect in its jurisdiction of organization, in conformity with such local accounting principles as in effect from time to time) and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

9.7 Priority of Obligations.

The Company will ensure that its payment obligations under this Agreement and the Notes and the payment obligations of any Subsidiary Guarantor under its Subsidiary Guarantee, will at all times rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Financial Indebtedness of the Company and such Subsidiary Guarantor, as applicable.

9.8 Subsidiary Guarantees.

(a) The Company shall cause each Additional Subsidiary Guarantor to execute and deliver, or otherwise accede to (concurrently upon becoming an Additional Subsidiary Guarantor), a Subsidiary Guarantee substantially in the form of Exhibit 9.8 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders.

(b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of Notes, cause any of its Subsidiaries which are not otherwise Subsidiary Guarantors pursuant to Section 9.8(a) to enter

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into or accede to a Subsidiary Guarantee substantially in the form of Exhibit 9.8 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders (an “Optional Subsidiary Guarantee”). A Subsidiary that enters into an Optional Subsidiary Guarantee shall be referred to as an “Optional Subsidiary Guarantor”.

(c) The delivery of a Subsidiary Guarantee by each Subsidiary Guarantor shall be accompanied by the following:

(i) an officer’s certificate from such Subsidiary Guarantor confirming that the representations and warranties of such Subsidiary Guarantor contained in such Subsidiary Guarantee are true and correct;

(ii) copies of the articles of association or certificate or articles of incorporation, and all other constitutive documents, of such Subsidiary Guarantor, resolutions of the board of directors of such Subsidiary Guarantor authorizing its execution and delivery of the Subsidiary Guarantee and the transactions contemplated thereby and the performance of its obligations thereunder, and specimen signatures of authorized officers of such Subsidiary Guarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Subsidiary Guarantor);

(iii) a legal opinion, satisfactory in form, scope and substance to the Required Holders, of independent legal counsel to the effect that, subject to customary qualifications and assumptions, (1) such Subsidiary Guarantor is duly and validly organized and existing under the laws of its jurisdiction of organization and (if applicable in such jurisdiction) is in good standing, (2) such Subsidiary Guarantee shall have been duly authorized, executed and delivered by such Subsidiary Guarantor, and (3) such Subsidiary Guarantee is enforceable in accordance with its terms and covering such other matters relating to such Subsidiary Guarantor and such Subsidiary Guarantee as the Required Holders may reasonably request; and

(iv) evidence of the appointment of CT Corporation System, as required by Section 3.9(e) of the Subsidiary Guarantee, as such Subsidiary Guarantor’s agent to receive, for it and on its behalf, service of process in the United States of America and the payment of fees for such service through June 17, 2033.

An original executed counterpart of each such Subsidiary Guarantee shall be delivered to each holder of Notes promptly after the execution thereof.

(d) In the event that an Additional Subsidiary Guarantor at any time ceases to guarantee the obligations of the Company or other Group members under any Principal Credit Facility and is no longer a guarantor under any Principal Credit Facility, the Company may upon written notice to the holders of the Notes referring to this Section 9.8(d), which notices shall be accompanied by

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an Officer’s Certificate certifying as to the matters set forth in clauses (i) and

(ii) below, terminate the Subsidiary Guarantee issued by the Additional Subsidiary Guarantor, as the case may be, with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom (including, without limitation, an Event of Default arising from a breach of Section 10.7 following the termination of such Subsidiary Guarantee), and (ii) no payment by such Subsidiary Guarantor is due under such Subsidiary Guarantor’s Subsidiary Guarantee.

(e) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.8(e), which shall be accompanied by an Officer’s Certificate certifying as to the matters set forth in clauses (i) and (ii) below, terminate an Optional Subsidiary Guarantee issued by an Optional Subsidiary Guarantor with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom (including, without limitation, an Event of Default arising from a breach of Section 10.7 following the termination of such Optional Subsidiary Guarantee), (ii) no payment by such Optional Subsidiary Guarantor is due under such Optional Subsidiary Guarantor’s Optional Subsidiary Guarantee, and (iii) such Optional Subsidiary Guarantor is not a guarantor under any Principal Credit Facility.

10. NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

10.1 Transactions with Affiliates.

The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate.

10.2 Merger, Consolidation, etc.

The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety shall be a solvent Person organized and existing under the laws of England and Wales, the United States or any State thereof (including the District of Columbia) or any other Permitted Jurisdiction, and, if the Company is not such Person: (i) such Person shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition

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of this Agreement and the Notes; (ii) such Person shall have caused to be delivered to each holder of any Notes an opinion of internationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof and (iii) the successor formed by such consolidation or survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company, as the case may be, shall have provided to the holders evidence of the acceptance by CT Corporation System of the appointment and designation provided for by Section 23.8(e) for the period of time from such merger to June 17, 2033 (and the payment in full of all fees in respect thereof);

(b) each Subsidiary Guarantor under any Subsidiary Guarantee that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guarantee in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and

(c) immediately before and immediately after giving effect to such transaction or each transaction in any series of transactions, no Default or Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor Person that shall theretofore have become such in the manner prescribed in this Section 10.2, from its liability under this Agreement or the Notes.

10.3 Economic Sanctions, Etc.

The Company will not and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction would be in violation of, or could result in the imposition of sanctions under, any U.S. Economic Sanctions Laws applicable to the Company or such Controlled Entity, except, in the case of this clause (b), to the extent that such violation or sanctions, if imposed, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

10.4 Financial Condition.

(a) The Company shall ensure that:

(i) subject to the remainder of this Section 10.4, the ratio of Consolidated Total Net Borrowings (as at each Testing Date) to Consolidated EBITDA (for the Measurement Period ending on that Testing Date) is not more than 3.5:1; and

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(ii) on each Testing Date the ratio of Consolidated EBITA to Consolidated Net Interest Payable for the Measurement Period ending on that Testing Date is not less than 3:1.

If any Officer’s Certificate delivered by the Company to the holders of Notes pursuant to Section 7.2 for the relevant accounting period shows that at the end of the relevant Measurement Period the ratio of Consolidated Total Net Borrowings to Consolidated EBITDA set forth in clause (i) above is more than 3:1 (or if, on the next interest payment date following the date such Officer’s Certificate is due, the Company has failed to deliver that Officer’s Certificate), then on the next interest payment date immediately following the date of such Officer’s Certificate (or the date such Officer’s Certificate was due), the interest payable by the Company with respect to each Note (for the full six- month period relating to such interest payment date) shall be increased by 0.25% (twenty-five basis points) per annum above the otherwise applicable interest rate for such Note (which, for the avoidance of doubt, does not include any prior increase in the interest rate either pursuant to this Section 10.4(a) or pursuant to Section 10.4(c)), provided, that if a prepayment or repayment (whether at maturity or at a date fixed for prepayment or by declaration or otherwise) shall occur after the date of such Officer’s Certificate but prior to such interest payment date, the accrued interest payable in connection with such prepayment or repayment shall be calculated using such increased interest rate, provided further, however, that any payment of any Make-Whole Amount shall be calculated assuming that no increase in interest applies to any Notes.

(b) The Company may on three separate occasions (each, a “Spike Election”) during the term of the Notes, solely as a result of increased Financial Indebtedness arising from or in relation to a Material Acquisition Event (defined below) and not, for the avoidance of doubt, because of any decline in operating performance or financial condition of the Group, taken as a whole, allow the ratio of Consolidated Total Net Borrowings to Consolidated EBITDA set forth in clause (a)(i) above at the end of any such Measurement Period to be more than 3.5:1 but not more than 4.25:1 (the “Higher Ratio”). On each Spike Election, such Higher Ratio may apply for no more than three consecutive Measurement Periods (the application of the Higher Ratio to either one, two or three consecutive Measurement Periods shall be hereinafter referred to as the “Higher Ratio Period”), provided, however, that a Higher Ratio of more than 4.0:1 may apply to no more than one Measurement Period within each Higher Ratio Period. After a Spike Election, at least one Testing Date must pass after the end of the Higher Ratio Period applying to such Spike Election whereby the Company does not allow the ratio of Consolidated Total Net Borrowings to Consolidated EBITDA set forth in clause (a)(i) above at the end of any such Measurement Period to be more than 3.5:1 before the Company may make a further Spike Election. For the avoidance of doubt, even if a Spike Election results in the Higher Ratio Period being only one Measurement Period, any subsequent Spike Election may only allow the Higher Ratio Period to be no more than three consecutive Measurement Periods.

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(c) The Company shall elect to apply the Higher Ratio to a Measurement Period as permitted by clause (b) above by making such election in the Officer’s Certificate delivered by the Company to the holders of Notes pursuant to Section 7.2 for such Measurement Period notifying the holders of Notes that the Higher Ratio shall apply to such Measurement Period and describing the circumstances giving rise to such application (each such Measurement Period, up to a maximum of three as permitted by clause (b) above, to which a Higher Ratio is applied shall be an “Applicable HR Measurement Period”, and the date of such notification by the Company shall be the “Applicable Election Date”). On the next interest payment date with respect to each Note immediately following each Applicable Election Date for each Applicable HR Measurement Period, the interest payable by the Company on each such interest payment date with respect to each Note (for the full six-month period relating to each such interest payment date) shall be increased as follows:

(i) by 0.75% (seventy-five basis points) per annum if the Higher Ratio is more than 3.5:1 but no more than 4.0:1; or

(ii) by 1.50% (one hundred and fifty basis points) per annum if the Higher Ratio is more than 4.0:1 but not more than 4.25:1,

and any increase in the interest rate payable on the Notes pursuant to this Section 10.4(c) will be in addition to the increased interest rate on the Notes contemplated by the last sentence of Section 10.4(a), provided, that if a prepayment or repayment (whether at maturity or at a date fixed for prepayment or by declaration or otherwise) shall occur during any six month period when a higher interest rate is in effect but prior to the interest payment date at the end of such period, the accrued interest payable in connection with such prepayment or repayment shall be calculated using the applicable increased interest rate, provided further, however, that any payment of any Make-Whole Amount of Modified Make-Whole Amount shall be calculated assuming that no increase in interest applies to any Notes.

(d) For purposes of this Agreement, a “Material Acquisition Event” means any single acquisition, or any number of separate acquisitions effected over a rolling twelve-month period, by any members of the Group which in total have a value exceeding £1,500,000,000.

(e) For purposes of this Agreement, the following terms shall have the following meaning:

(i) “Consolidated Cash and Cash Equivalents” means, at any time, the aggregate of the following:

(A) cash in hand or on deposit with any Acceptable Bank, which, in either case, is not subject to any security interest and is readily remittable to the U.K or capable of being applied against Consolidated Total Borrowings;

(B) certificates of deposit, maturing within one year after the relevant date of calculation, issued by an Acceptable Bank;

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(C) any investment in marketable obligations issued or guaranteed by the government of the United States of America or the U.K. or by an instrumentality or agency of the government of the United States of America or the U.K. having an equivalent credit rating;

(D) any investment in debt instruments permitting cash withdrawals on not more than one month’s notice and which have a rating of A or higher by Standard and Poor’s or Fitch or A2 or higher by Moody’s;

(E) open market commercial paper:

(1) for which a recognized trading market exists;

(2) issued in the United States of America or the U.K.;

(3) which matures within one year after the relevant date of calculation; and

(4) which has a credit rating of either A-1 by Standard & Poor’s or Fitch or P-1 by Moody’s, or, if no rating is available in respect of the commercial paper or indebtedness, the issuer of which has, in respect of its long term debt obligations, an equivalent rating;

(F) debt securities eligible for rediscount at the Bank of England and accepted by an Acceptable Bank;

(G) any cash deposited as collateral against any Consolidated Total Borrowings up to the maximum amount of those Consolidated Total Borrowings; or

(H) any other instrument, security or investment approved by the Required Holders,

in each case, to which any member of the Group is beneficially entitled at that time and which is capable of being applied against Consolidated Total Borrowings.

Any amount outstanding in a currency other than U.S. Dollars is to be taken into account at its Dollar equivalent calculated on the basis of:

(I) the Royal Bank of Scotland plc’s Dollar Rate of Exchange; or

(J) if the amount is to be calculated on the last day of a financial period of the Company, the rate of exchange used by the Company in its financial statements for that last day of the financial period. However, if by using this rate the Company does not comply with any term of this Section 10.4, the Company may apply the average rate of exchange used by the Company in its financial statements for that period instead.

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(ii) “Consolidated EBITA” means Consolidated EBITDA for a Measurement Period adjusted by deducting depreciation.

(iii) “Consolidated EBITDA” means the consolidated net pre-taxation profits of the Group for a Measurement Period, adjusted by:

(A) adding back Consolidated Net Interest Payable;

(B) adding back any other finance costs included in consolidated net pre-taxation profits;

(C) taking no account of any exceptional or extraordinary item;

(D) adding back the profit and loss effect of any adjustment to the carrying value of inventory or any other asset or liability arising from purchase accounting adjustments, to the extent that any such adjustment (in whole or part) is included in consolidated net pre-taxation profits;

(E) adding back depreciation and amortization;

(F) adding back any charges in respect of share based payments; and

(G) including the EBITDA (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) of any member of the Group treated as held for sale.

(iv) “Consolidated Interest Payable” means all interest and recurring financing charges including acceptance commission, commitment fees (but excluding for the avoidance of doubt any one-off or up-front fees), the interest element of rental payments on finance or capital leases (whether, in each case, paid or payable) and any other finance costs having the nature of interest included in consolidated pre-taxation profits, incurred by the Group in effecting, servicing or maintaining Consolidated Total Borrowings during a Measurement Period, after taking into account any amount relating to the current Measurement Period in respect of any interest rate hedging transactions in respect of the Consolidated Total Borrowings whether or not designated as IAS 39 hedges.

(v) “Consolidated Net Interest Payable” means Consolidated Interest Payable less all interest and financing charges received or receivable by the Group during the relevant Measurement Period.

(vi) “Consolidated Total Borrowings” means, in respect of the Group, at any time the aggregate of the following:

(A) the outstanding principal amount of any moneys borrowed;

(B) the outstanding principal amount of any acceptance under any acceptance credit;

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(C) the outstanding principal amount of any bond, note, debenture, loan stock or other similar instrument;

(D) the capitalized element of indebtedness under a finance or capital lease as defined in accordance with accounting principles applied in preparation of the Original Financial Statements;

(E) the outstanding principal amount of all moneys owing in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis);

(F) the outstanding principal amount of any indebtedness arising from any deferred payment agreements arranged primarily as a method of raising finance or financing the acquisition of an asset;

(G) any fixed or minimum premium due and payable on the repayment or redemption of any instrument referred to in paragraph (C) above;

(H) the outstanding principal amount of any indebtedness arising in connection with any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing;

(I) the outstanding principal amount of any indebtedness of any person who is not a member of the Group of a type referred to in paragraphs (A) to (H) above which is the subject of a guarantee, indemnity or similar assurances against financial loss provided by a member of the Group; and

(J) the value of any assets or liabilities arising from the mark-to- market valuation of any derivative financial instruments in respect of currency hedging on Consolidated Total Borrowings which gives rise to balance sheet assets or liabilities.

Any amount outstanding in a currency other than U.S. Dollars is to be taken into account at its Dollar equivalent calculated on the basis of:

(1) the Royal Bank of Scotland plc’s Dollar Rate of Exchange; or

(2) if the amount is to be calculated on the last day of a financial period of the Company, the rate of exchange used by the Company in its financial statements for that last day of the financial period. However, if by using this rate the Company does not comply with any term of this Section 10.4, the Company may apply the average rate of exchange used by the Company in its financial statements for that period instead.

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(vii) “Consolidated Total Net Borrowings” means at any time Consolidated Total Borrowings less Consolidated Cash and Cash Equivalents.

(viii) “Measurement Period” means a period of 12 months ending on a Testing Date.

(ix) “Testing Date” means the last day of a financial year or financial half year of the Company.

(f) For the purpose of calculation of the covenant in Section 10.4(a)(i) only:

(i) there shall be included in determining Consolidated EBITDA for any Measurement Period (including that portion thereof occurring prior to the relevant acquisition) the EBITDA (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) of any material person, property, business or fixed asset acquired by any member of the Group during such Measurement Period as if they were acquired as of the first day of that Measurement Period; and

(ii) there shall be excluded in determining Consolidated EBITDA for any Measurement Period the EBITDA (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) of any material person, property, business or fixed asset sold by any member of the Group during such Measurement Period (including that portion thereof occurring prior to the relevant disposal) as if they were disposed of as of the first day of that Measurement Period.

For the avoidance of doubt, there shall be no corresponding adjustments to Consolidated EBITA for the purposes of calculating the covenant in Section 10.4(a)(ii).

(g) The financial covenants set out in this Section 10.4 shall be tested by reference to the most recent set of financial statements delivered pursuant to Section 7.1(a) or (b). If the financial statements delivered pursuant to Section 7.1(a) or

(b) are not prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, then the Company shall notify each holder of Notes that there has been a change in IFRS, accounting practices or reference periods and deliver to each holder of Notes:

(i) a description of any change necessary for those financial statements to reflect the IFRS, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Required Holders, to enable the holders of Notes to determine whether this Section 10.4 has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

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Any reference in this Agreement to the financial statements of the Company for purposes of testing the financial covenants set out in this Section 10.4 shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared, and compliance with such financial covenants shall be determined using the IFRS, the accounting principles and financial reference periods applied in the preparation of the Original Financial Statements.

(h) If the Company notifies the holders of Notes of a change in accordance with paragraph (g)(i) above, then the Company and the holders of Notes shall enter into negotiations in good faith for a period of not more than 180 days with a view to agreeing:

(i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and

(ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms,

and if any amendments are agreed by the Required Holders they shall take effect and be binding on the Company and all holders of Notes in accordance with their terms.

10.5 Negative Pledge.

(a) Except as provided in clause (b) below, no member of the Group may create or allow to exist any Security Interest on any of its assets.

(b) Clause (a) above does not apply to:

(i) any Security Interest comprising a netting, set off or lien arrangement entered into by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(ii) any lien arising by operation of law and in the ordinary course of business;

(iii) any Security Interest on an asset, or an asset of any person, acquired by a member of the Group after the date of this Agreement to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition;

(iv) any Security Interest arising under any contract for the purchase of goods entered into in the normal course of trading;

(v) any Security Interest over goods and products or over the documents of title or insurance policies relating to such goods and products, arising in the ordinary course of trading in connection with letters of credit and similar transactions, provided such Security Interest secures only so much of the acquisition cost or selling price (and amounts incidental

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thereto) of these goods and products which is required to be paid within 6 months after the date upon which the same was first incurred;

(vi) set-off rights on market standard terms contained in any hedging agreement;

(vii) set-off rights in the ordinary course of trading;

(viii) any Security Interest created in substitution for any of the above Security Interests but only:

(A) if the Security Interest is over the same asset;

(B) if the principal amount secured by that Security Interest does not exceed the principal amount secured by the Security Interest which is replaced; and

(C) if the Security Interest which is replaced was only permitted to be outstanding for a certain period of time, to the extent the new Security Interest is not outstanding for any greater period; and

(ix) any Security Interest securing indebtedness incurred by the Company or any Subsidiary in addition to those described in paragraphs (i)-(viii) above; provided that the sum, without duplication of (i) the aggregate principal amount of all Financial Indebtedness of Subsidiaries outstanding pursuant to Section 10.7(i), plus (ii) the aggregate principal amount of all Financial Indebtedness secured by any Security Interest pursuant to this paragraph (ix) (when aggregated with the amount of assets or receivables sold, transferred or disposed of under paragraph (c) below) shall not at any time exceed 15% of Consolidated Gross Assets.

(c) No member of the Group may sell, transfer or otherwise dispose of any of its receivables on recourse terms, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset unless the amount of assets or receivables sold, transferred or disposed of under this paragraph (including any assets the subject of any such arrangement on the date of this Agreement), when aggregated with the amount of Financial Indebtedness secured under clause (b)(ix) above and the aggregate principal amount of all Financial Indebtedness of Subsidiaries outstanding pursuant to Section 10.7(i) does not exceed 15% of the Consolidated Gross Assets.

(d) Notwithstanding anything to the contrary in the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, permit the obligations of the Company or any of its Subsidiaries under or in respect of any Principal Credit Facility to be secured by any Security Interest pursuant to Section 10.5(b)(ix), unless and until the Notes (and any guaranty delivered in connection therewith including, without limitation, any Subsidiary Guarantee)

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shall be concurrently secured equally and ratably pursuant to documentation in form and substance reasonably acceptable to the Required Holders.

10.6 Disposals.

(a) The Company will not, and will procure that no other member of the Group will, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of its assets (each, a “Disposal”).

(b) Paragraph (a) does not apply to:

(i) Disposals made in the ordinary course of business of the disposing entity;

(ii) Disposals of assets in exchange for other assets comparable or superior as to type, value and quality;

(iii) Disposals (A) to the Company, (B) by the Company to a Wholly- Owned Subsidiary or (C) by one Subsidiary to another Subsidiary; provided that in the case of Disposals made pursuant to sub-clause (iii) (C), in the event the Company’s percentage ownership in the receiving Subsidiary is less than the Company’s percentage ownership in the disposing Subsidiary, then only such portion of such Disposal equal to the product of (x) the aggregate net book value of such Disposal multiplied by (y) a fraction the numerator of which is the Company’s percentage ownership interest in the receiving Subsidiary and the denominator of which is the Company’s percentage ownership interest in the disposing Subsidiary shall be excluded from the application of paragraph (a) pursuant to this sub-clause (iii);

(iv) Disposals on arm’s length terms of obsolete assets not required for the efficient operation of the business of the Group;

(v) (A) Disposals by the Company of any of its own shares held in treasury and (B) Disposals of cash, including through cash distributions, share buybacks in cash or cash dividends made to shareholders of any Group member;

(vi) Disposals pursuant to Section 10.2;

(vii) Disposals for fair value to the extent that all or a portion of the net after-tax proceeds of such Disposal is applied within 12 months before or after the date of such Disposal, to

(A) reinvestments in the business of the Group, including the acquisition of assets and companies; and/or

(B) the repayment or prepayment of unsubordinated Financial Indebtedness of the Company or a Subsidiary (other than Financial Indebtedness owing to another Subsidiary or Affiliate of the Company or any Subsidiary); provided that the Company

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has, on or prior to the application of any such proceeds to the repayment or prepayment of any other unsubordinated Financial Indebtedness pursuant to this sub-clause (B), offered to prepay the Notes pro rata with all other unsubordinated Financial Indebtedness then being repaid or prepaid (which prepayment of the Notes shall be in accordance with the terms of Section 8.9 hereof);

provided that only the proportion of the net after-tax proceeds of such Disposal which is applied as described in sub-clauses (A) and (B) above will be exempted from the prohibition against Disposals provided in this Section 10.6; provided further that for the purposes of this Section 10.6, “net after-tax proceeds” shall mean net of any reasonable costs and expenses associated with such Disposal; or

(viii) other Disposals (or portion thereof not otherwise excepted under sub- clause (b)(i) to (vii) above), provided that:

(A) such Disposal is to a Person other than an Affiliate or, if to an Affiliate, the requirements of Section 10.1 have been satisfied;

(B) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and

(C) immediately after giving effect thereto, the aggregate net book value of property or assets sold, leased or otherwise disposed of pursuant to this Section 10.6(b)(viii)(C) does not during the 365 day period ending on and including the date of such Disposal exceed 15% of Consolidated Gross Assets.

10.7 Subsidiary Debt Test.

The Company will not at any time permit any Subsidiary to create, incur, assume, guarantee, have outstanding, or otherwise become or remain liable with respect to, any Financial Indebtedness other than:

(a) for the avoidance of doubt, Financial Indebtedness of any Subsidiary (other than a Finance Subsidiary) owing to the Company or to any other member of the Group;

(b) Financial Indebtedness of a Subsidiary Guarantor (so long as such Subsidiary Guarantor shall have complied with the requirements of Section 9.8 in respect of its Subsidiary Guarantee);

(c) Finance Subsidiary Indebtedness;

(d) any Financial Indebtedness of any person acquired by a member of the Group which is incurred under arrangements in existence at the date of acquisition, but only for a period of six months from the date of acquisition;

(e) any derivative transaction protecting against or benefiting from fluctuations in any rate or price entered into in the ordinary course of business;

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(f) the capital element of any liability under finance or capital leases up to a maximum amount not exceeding $50,000,000 (or the equivalent in any other currency) or any higher amount which is approved in writing by the Required Holders;

(g) foreign exchange, interest rate or similar hedging arrangements entered into only for the purposes of managing the interest rate and foreign exchange rates of the Group and not for any speculative purpose or pursuant to any financial trading;

(h) Financial Indebtedness incurred in favor of banks or other financial institutions as a result of netting or set off arrangements entered into by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances on accounts maintained with such banks or financial institutions but only to the extent that such Financial Indebtedness does not exceed the amount of such credit balances; and

(i) Financial Indebtedness not otherwise permitted by the foregoing clauses (a) through (h), provided that the sum (without duplication) of: (x) the aggregate principal amount of all Financial Indebtedness secured by any Security Interests described in Section 10.5(b)(ix) (when aggregated with the amount of assets or receivables sold, transferred or disposed of under Section 10.5(c)); and (y) the aggregate principal amount of Financial Indebtedness of Subsidiaries outstanding pursuant to the provisions of this clause (i) shall not at any time exceed 15% of Consolidated Gross Assets.

10.8 Line of Business

The Company shall ensure that there are no substantial changes made to the general nature of the business of the Group, taken as a whole, as exists at the date of this Agreement such that the principal activities of the Group, taken as a whole, are no longer consistent with such business.

11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, unless such default is the direct result of a technical failure by the transmitting bank in transmission of payment, in which case the Company shall have two Business Days to remedy such default; or

(b) the Company defaults in the payment of any interest on any Note or any amount payable pursuant to Section 13 for more than five Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or 10.4; or

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(d) the Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) or in any Subsidiary Guarantee and, if capable of remedy, such default is not remedied within 30 days after the earlier of (i) a Responsible Officer of the Company obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this paragraph (d) of Section 11); or

(e) (i) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in any Subsidiary Guarantee or any writing furnished in connection with such Subsidiary Guarantee proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Financial Indebtedness that is outstanding in an aggregate principal amount of at least $30,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or

(ii) the Company or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Financial Indebtedness in an aggregate outstanding principal amount of at least $30,000,000 (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Financial Indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or

(g) the Company or any Material Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction in each case other than in connection with a solvent liquidation of a Material Subsidiary or a solvent reorganization of the Company or any Material Subsidiary, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property (other than in connection with a solvent liquidation of a Material Subsidiary), (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for

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the purpose of any of the foregoing (other than in connection with a solvent liquidation of a Material Subsidiary); or

(h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any Material Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any Material Subsidiary, or any such petition shall be filed against the Company or any Material Subsidiary and such petition shall not be dismissed within 60 days; or

(i) any event occurs with respect to the Company or any Material Subsidiary which under the laws of any jurisdiction is analogous to any of the events described in Section 11(g) or (h), provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 11(g) or (h); or

(j) a final judgment or judgments for the payment of money aggregating in excess of $30,000,000 (or its equivalent in the relevant currency of payment), exclusive of judgment amounts covered by insurance where the insurer has acknowledged that it will pay such amounts, are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 90 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 90 days after the expiration of such stay; or

(k) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the sum of (x) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, plus (y) the amount (if any) by which the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds the aggregate current value of the assets of such Non-U.S. Plans allocable to such liabilities, shall exceed £750,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder, (vii) the Company or any Subsidiary fails to

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administer or maintain any Plan or Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Plan or Non-U.S. Plan is involuntarily terminated or wound up, or (viii) the Company or any Subsidiary becomes subject to the imposition of a financial penalty (which for this purpose shall mean any penalty tax or other penalty) with respect to one or more Plans or Non-U.S. Plans; and any such event or events described in clauses (i) through and including (viii) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect; or

(l) any Subsidiary Guarantee shall cease to be in full force and effect, any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor shall contest in any manner the validity, binding nature or enforceability of any Subsidiary Guarantee, or the obligations of any Subsidiary Guarantor under any Subsidiary Guarantee are not or cease to be legal, valid, binding and enforceable in accordance with the terms of such Subsidiary Guarantee.

As used in Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1 Acceleration.

(a) If an Event of Default with respect to the Company described in Section 11(g), (h) or (i) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law) shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from

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repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount, if any, by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2 Other Remedies.

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or Subsidiary Guarantee, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3 Rescission.

At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate for each Series of Notes, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4 No Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Subsidiary Guarantee or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 16, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys' fees, expenses and disbursements.

13. TAX GROSS-UP.

13.1 Tax Gross-up

All payments whatsoever under this Agreement and the Notes will be made by the Company in Dollars free and clear of, and without liability for withholding or deduction for or on

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account of, any present or future Taxes of whatever nature (hereinafter called “Relevant Tax”, which term shall, in any event, exclude any such Tax withheld or deducted under the law of (i) the jurisdiction in which the relevant holder of Notes is incorporated or, if different, the jurisdiction (or jurisdictions) in which the relevant holder of Notes is treated as resident for tax purposes or (ii) the jurisdiction to which any income arising on the Notes is attributable, in either case where the relevant Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the relevant holder of Notes) imposed or levied by the United Kingdom or any political subdivision or relevant taxing authority thereof or therein, or by the government of any other country or jurisdiction (or any authority therein or thereof) (A) in which the Company is incorporated, organized, managed or controlled or otherwise resident for tax purposes from time to time, (B) where a branch or office through which the Company is acting for purposes of this Agreement is located, or (C) from or through which payments under the Notes are actually made (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Relevant Tax is compelled by law.

If any deduction or withholding for any Relevant Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Company under this Agreement or the Notes, the Company will notify the relevant holder and pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to the relevant holder of Notes such additional amounts as may be necessary in order that the net amounts paid to such holder of Notes pursuant to the terms of this Agreement or the Notes after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Relevant Tax on or with respect to such additional amount), shall be not less than the amounts that would have been due and payable to such holder of Notes under the terms of this Agreement or the Notes, as the case may be, had no such withholding, deduction or payment of Relevant Tax been due, provided further that no payment of any additional amounts shall be required to be made for or on account of:

(a) in the case of a payment to a Non-U.K. Holder, any Relevant Tax that would not have been imposed but for the existence of any present or former connection between the relevant Non-U.K. Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Non-U.K. Holder, if such Non-U.K. Holder is an estate, trust, partnership or corporation or any Person other than the Non-U.K. Holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Relevant Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, or the exercise of remedies in respect thereof, including, without limitation, such Non-U.K. Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Relevant Tax that would not have been imposed but for the Company after the date of this Agreement, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made to, the Taxing Jurisdiction imposing the Relevant Tax;

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(b) in the case of a payment to a holder which is a Treaty Holder, any Relevant Tax that would not have been imposed but for the delay or failure by the relevant holder (following a written request by the Company) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person, and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause

(b) upon (i) the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Company no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof) or (ii) compliance by such holder with Section 13.2; or

(c) in the case of a payment to a Non-U.K. Holder that has designated itself a QPP Holder, any Relevant Tax if, on the date on which the relevant payment falls due, the payment could have been made to such relevant holder of Notes without any deduction or withholding for or on account of Tax but on that date such holder is not or has ceased to be a QPP Holder either as a consequence of a withdrawn or cancelled QPP Certificate or for any reason other than as a result of (i) any Change in Tax Law after the date of this Agreement or (ii) the Company having received notification from HMRC to provide the QPP Certificate to HMRC, failing to provide the QPP Certificate to HMRC by the date specified in the notice;

(d) for any Tax imposed by FATCA; or

(e) any combination of clauses (a), (b), (c) and (d) above;

and provided further that in no event shall the Company be obligated to pay any additional amounts to any holder (i) that (A) is not a QPP Holder, and (B) is not resident in the United States of America or any other jurisdiction in which an original Purchaser was resident for tax purposes on the date of the relevant Closing in excess of the amounts that the Company would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any Treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) holding Notes registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law by the relevant taxing authority) securities held in the name of a nominee do not qualify for an exemption from the Relevant Tax.

By acceptance of any Note, any relevant holder which is a Treaty Holder agrees, subject to the limitations of clause (b) above, that it will from time to time with reasonable promptness either (i) comply with the requirements of Section 13.2 or (ii) (x) duly complete and deliver to or as reasonably directed by the Company all such forms, certificates, documents and

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returns provided to such holder by the Company (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to eliminate or reduce any such Relevant Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a Treaty between the United States or any other jurisdiction of residence of the holder (as applicable) and such Taxing Jurisdiction and (y) provide the Company with such information with respect to such holder as the Company may reasonably request in order to complete any such Forms, provided that nothing in this Section 13.1 shall require any holder to provide information with respect to any such Forms or otherwise if in the reasonable opinion of such holder such Forms or disclosure of information would involve the disclosure of Tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Forms if such Forms shall have been duly completed and delivered by such holder to the Company or mailed to the appropriate taxing authority (which in the case of a United Kingdom HM Revenue & Customs Form US-Company 2002 or any similar Form shall be deemed to occur when such Form is submitted to the United States Internal Revenue Service in accordance with instructions contained in such Form), whichever is applicable, within 60 days following a written request of the Company (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date.

On or before the relevant Closing, the Company will furnish each Purchaser which has designated itself a Treaty Holder (other than a Purchaser which has provided its HMRC DT Treaty Passport Scheme reference number and its jurisdiction of tax residence as contemplated by Section 13.2) who is not resident in the United Kingdom with copies of the appropriate Forms currently required to be filed in the United Kingdom pursuant to clause (b) of the second paragraph of this Section 13.1, if any, and in connection with the transfer of any Note the Company will furnish the transferee of such Note and which has designated itself a Treaty Holder (other than a transferee which has provided its HMRC DT Treaty Passport Scheme reference number and its jurisdiction of tax residence as contemplated by Section 13.2) with copies of any Forms and English translation then required.

If any payment is made by the Company to or for the account of a holder of Notes after deduction or withholding for or on account of any Relevant Tax, and additional payments are made by the Company to the holder pursuant to this Section 13.1, then, if such holder of Notes at its sole discretion determines that it has received or been granted a credit or refund of such Relevant Tax, such holder of Notes shall, to the extent that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse to the Company such amount as such holder of Notes shall, in its sole discretion, determine to be attributable to the Relevant Tax or deduction or withholding which such holder of Notes determines will leave it (after that payment) in the same after-Tax position as it would have been in had the increased payment not been required to be made by the Company. In this Section 13.1, a reference to “determines” means a determination made in the absolute discretion of the person making the determination. Nothing herein contained shall interfere with the right of a holder of Notes to arrange its Tax affairs in whatever manner it thinks fit and, in particular, no holder of Notes shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Relevant Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any

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holder of Notes to disclose any information relating to its Tax affairs or any computations in respect thereof.

If the Company is required to make any deduction or withholding for or on account of Tax, it shall make the relevant deduction or withholding and any payment required in connection with that deduction or withholding within the time allowed and in the minimum amount required by law.

The Company will furnish any relevant holders of Notes, promptly and in any event within 60 days after the date of any payment by the Company of any Relevant Tax in respect of any amounts paid under this Agreement or the Notes, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of the Company a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of Notes.

If the Company is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Relevant Tax in respect of which the Company would be required to pay any additional amount under this Section 13.1, but for any reason (other than the failure by a holder of any Note to furnish any documentation or assistance in accordance with the terms of this Section 13.1 which would cause the additional amount not to be payable) does not make such deduction or withholding with the result that a liability in respect of such Relevant Tax is assessed directly against a holder of Notes, and such holder of Notes pays such liability, then the Company will promptly reimburse such holder of Notes for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company) upon demand by such holder of Notes accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction.

If the Company makes payment to or for the account of any holder of Notes and such holder is entitled to a refund of the Relevant Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder of Notes shall, as soon as practicable after receiving a written request from the Company (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Company, subject, however, to the same limitations with respect to Forms as are set forth above.

13.2 HMRC DT Treaty Passport Scheme.

Any Purchaser (or holder of a Note) who holds a passport under the HMRC DT Treaty Passport Scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect by providing its scheme reference number and its jurisdiction of tax residence as follows: (a) in the case of each Purchaser, providing such information in Schedule A at the date of this Agreement, and (b) in the case of any transferee of a Note, providing such information in the materials provided by the holder of a Note to the Company in writing at the time of transfer.

Where a Purchaser (or transferee of a Note) has provided its HMRC DT Treaty Passport Scheme reference number and jurisdiction of tax residence in Schedule A at the date of this

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Agreement or in a written notice delivered to the Company prior to the relevant Closing (or in the information provided by the holder of a Note to the Company in writing upon transfer) as provided above, the Company shall file a duly completed form DTTP2 in respect of such Purchaser (or transferee of a Note) with HMRC 30 days prior to the date of the first payment of interest under this Agreement (or, in the case of any transferee of a Note, 30 days prior to the first payment of interest under this Agreement to that transferee) and shall provide such Purchaser (or, in the case of any transferee of a Note, such holder) with a copy of that filing if so requested by such Purchaser or transferee. The Company shall notify the holder if the Company becomes aware that the filing has been rejected by HMRC or that any authorization given by HMRC pursuant to that filing has lapsed or that HMRC has decided not to apply the HMRC DT Treaty Passport Scheme to this Agreement or any Note in respect of that holder, and the relevant holder shall, after receiving such notification, co-operate in the filing of Forms in accordance with Section 13.1 of this Agreement. Where a holder of a Note has not included its HMRC DT Treaty Passport Scheme reference number in Schedule A or in the information provided to the Company pursuant to Section 13.1, the Company shall not make a DTTP filing or file any other form relating to the HMRC DT Treaty Passport Scheme unless the holder otherwise agrees.

Where a holder of Notes has not included its HMRC DT Treaty Passport Scheme reference number and/or jurisdiction of tax residence in Schedule A or in the information provided by the holder of a Note to the Company upon a transfer, but subsequently wishes that scheme to apply to this Agreement, such holder shall notify the Company (in accordance with Section 19) of its scheme reference number and its jurisdiction of tax residence and request specifically, by referring to this Section 13.2, that the Company file a duly completed Form DTTP2 in respect of such holder with HMRC within 30 days of such notification and provide the holder with a copy of that filing. The Company shall then file a duly completed Form DTTP2 in respect of such holder with HMRC within 30 days of such notification and provide the holder with a copy of that filing.

13.3 FATCA Information.

By acceptance of any Note, the holder of such Note agrees that such holder will from time to time with reasonable promptness duly complete and deliver to or as reasonably directed by the Company or its agent from time to time (i) in the case of any such holder that is a U.S. Person (as defined in Section 7701(a)(30) of the US Internal Revenue Code of 1986), such holder’s United States tax identification number or other Forms reasonably requested by the Company necessary to establish such holder’s status as a U.S. Person under FATCA and as may otherwise be necessary for the Company to comply with its obligations under FATCA and (ii) in the case of any such holder that is not a U.S. Person, such documentation prescribed by applicable treaty, law, regulation, intergovernmental agreement or official guidance relating to such treaty, law, regulation or intergovernmental agreement (including as prescribed by Section 1471(b)(3)(C)(i) of the US Internal Revenue Code of 1986) and such additional documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 13.3 shall require any holder of Notes to provide information that is confidential or proprietary to such holder unless such information is prescribed by applicable treaty, law, regulation, intergovernmental agreement or official guidance relating to such treaty, law, regulation or intergovernmental agreement

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for the Company to comply with its obligations under FATCA or other applicable withholding and, in such event, the Company shall treat such information as confidential.

13.4 Survival.

The obligations of the Company under this Section 13 shall survive the payment or transfer of any Note and the provisions of this Section 13 shall also apply to successive transferees of the Notes.

14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

14.1 Registration of Notes.

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial holder of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor, promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

14.2 Transfer and Exchange of Notes.

Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 19) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder's attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), within fifteen Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided, however, that the Company shall not be required to execute any new Note, or register the transfer of any Note, to a transferee who is a Competitor of the Group, unless an Event of Default has occurred and is continuing at the time of surrender of such Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1(a), 1(b), 1(c), 1(d) or 1(e), as the case may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any

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transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Sections 6.2 and 6.3.

14.3 Replacement of Notes.

Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 19(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 (or its equivalent in other currencies) or a Qualified Institutional Buyer such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

within fifteen Business Days thereafter the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

15. PAYMENTS ON NOTES.

15.1 Place of Payment.

Subject to Section 15.2, payments of principal, Make-Whole Amount, if any, Additional Payments, if any, and interest becoming due and payable on the Notes shall be made in New York City at the principal office of JP Morgan Chase in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

15.2 Home Office Payment.

So long as a Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 15.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest (and all other amounts due under this Agreement or the Notes) by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other reasonable method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section

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15.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 14.2. The Company will afford the benefits of this Section 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by any Purchaser under this Agreement and that has made the same agreement relating to such Note as such Purchaser has made in this Section 15.2.

16. EXPENSES, ETC.

16.1 Transaction Expenses.

Whether or not the transactions contemplated hereby are consummated, the Company agrees to pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) reasonably incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guarantee, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guarantee. The Company agrees to pay, and to save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

16.2 Certain Taxes.

The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery or the enforcement of this Agreement or any Subsidiary Guarantee or the execution and delivery (but not the transfer) or the enforcement of any of the Notes in the United States or the United Kingdom or any other jurisdiction of organization of the Company or any Subsidiary Guarantor or of any amendment of, or waiver or consent under or with respect to, this Agreement or any Subsidiary Guarantee or of any of the Notes, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Company pursuant to this Section 16, and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from non-payment or delay in payment of any such tax or fee required to be paid by the Company hereunder.

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16.3 Survival.

The obligations of the Company under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Subsidiary Guarantee or the Notes and the termination of this Agreement.

17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guarantee embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

18. AMENDMENT AND WAIVER.

18.1 Requirements.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or, prior to the Closing, the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend Section 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 13, 18, 21 or 23.9.

18.2 Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each Purchaser (prior to the Closing only) and each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Purchaser and such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any Subsidiary Guarantee. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the

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provisions of this Section 18 or any Subsidiary Guarantee to each Purchaser and each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of Notes as consideration for or as an inducement to the entering into by any Purchaser or holder of Notes of any waiver or amendment of any of the terms and provisions hereof or of any Subsidiary Guarantee unless such remuneration is concurrently paid, or security or guaranty is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser (prior to the Closing only) or each holder of Notes then outstanding even if such Purchaser or holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any Subsidiary Guarantee by any Purchaser or holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (or to any Person acquiring or merging with the Company) in connection with such consent shall be void and of no force or effect except solely as to such Purchaser or holder with respect to such Note, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Purchasers and holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Purchaser or transferring holder with respect to such Note.

18.3 Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 18 or any Subsidiary Guarantee applies equally to all Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Purchaser or holder of a Note nor any delay in exercising any rights hereunder or under any Note or any Subsidiary Guarantee shall operate as a waiver of any rights of any Purchaser or any holder of such Note.

18.4 Notes Held by the Company, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes or any Subsidiary Guarantee, or have directed the taking of any action provided herein or in the Notes or any Subsidiary Guarantee to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or

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indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

19. NOTICES; ENGLISH LANGUAGE.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by email (if to a Purchaser or a holder that has designated an email address for purposes receiving notices), or (b) by facsimile if the sender on the same day sends a confirming copy of such notice by a recognized international commercial delivery service (charges prepaid), or (c) by a recognized international commercial delivery service (with charges prepaid). Any such notice must be sent:

(i) if to a Purchaser or its nominee, to such Purchaser or its nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or its nominee shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, and

(iii) if to the Company, to the Company at the address set forth at the beginning of this Agreement (and if by facsimile, to the following facsimile number: +44-(0)1923-477-101, and if by email, to the following email address: Company.Secretary@smith-nephew.com), to the attention of the Company Secretary, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 19 will be deemed given only when actually received.

Each document, instrument, financial statement, report, notice or other communication delivered in connection with this Agreement shall be in English or accompanied by an English translation thereof.

20. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

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21. CONFIDENTIAL INFORMATION.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or any other Person that such Purchaser knows is under any obligation of confidentiality or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (v) any Person from which such Purchaser offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate: (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any Subsidiary Guarantee. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 21.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 21, this Section 21 shall not be amended

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thereby and, as between such Purchaser or such holder and the Company, this Section 21 shall supersede any such other confidentiality undertaking.

22. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

23. MISCELLANEOUS.

23.1 Successors and Assigns.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not, except that, subject to Section 10.2, the Company may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

23.2 Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.5 that notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make- Whole Amount, if any, or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

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23.3 Accounting Terms.

All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with IFRS. Except as otherwise specifically provided herein (including in Section 10.4), all computations made pursuant to this Agreement shall be made in accordance with IFRS, and all financial statements deliverable under Section 7.1 shall be prepared in accordance with IFRS. Notwithstanding the foregoing or any other provision of this Agreement, for purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure any portion of a non-derivative financial liability at fair value (as permitted by International Accounting Standard 39 or any similar accounting standard), other than to reflect a hedge of such non-derivative financial liability (including both interest rate and foreign currency hedges), shall be disregarded and such determination shall be made as if such election had not been made.

23.4 Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

23.5 Construction, etc.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 14, (b) subject to Section 23.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

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23.6 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page hereto by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

23.7 Governing Law.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

23.8 Jurisdiction and Process; Waiver of Jury Trial.

(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to CT Corporation System, with offices at 28 Liberty Street, New York, New York 10005, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.

(d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the

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holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e) The Company hereby irrevocably appoints CT Corporation System, with offices at 28 Liberty Street, New York, New York 10005, to receive for it, and on its behalf, service of process in the United States.

(f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

23.9 Obligation to Make Payment in Dollars.

Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company, shall constitute a discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

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If each Purchaser is in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between the Purchasers and the Company.

| Very truly yours,
| SMITH & NEPHEW PLC
| By: | /s/ TIM ALLISON
| Name: | TIM ALLISON
| Title: | SUP TAX & TREASURY

[Signature page to Note Purchase Agreement - Smith & Nephew]

This Agreement is hereby |
accepted and agreed to as of the |
date thereof. |

THE NORTHWESTERN MUTUAL LIFE INSURANCE |
COMPANY |
By: | Northwestern Mutual Investment Management Company, |
| LLC, its investment adviser |
| By: | /s/ Daniel J. Julka |
| Name: | Daniel J. Julka |
| Title: | Managing Director |

THE NORTHWESTERN MUTUAL LIFE INSURANCE |
COMPANY |
for i t s Group Annuity Separate Account |
By: | /s/ Daniel J. Julka |
Name: | Daniel J. Julka |
Title: | Its Authorized Representative |

[Signature page to Note Purchase Agreement - Smith & Nephew]

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA |
By: | /s/ David Quackenbush |
Name: | David Quackenbush |
Title: | Vice President |

PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY |
PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY |
By: | PGIM, Inc. (as Investment Manager) |
| By: | /s/ David Quackenbush |
| Name: | David Quackenbush |
| Title: | Vice President |

PRUCO LIFE INSURANCE COMPANY |
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY |
By: | /s/ David Quackenbush |
Name: | David Quackenbush |
Title: | Assistant Vice President |

PICA HARTFORD LIFE & ANNUITY GUL TRUST |
PICA HARTFORD LIFE & ACCIDENT COMFORT TRUST |
By: | The Prudential Insurance Company of America, |
| as Grantor |
| By: | /s/ David Quackenbush |
| Name: | David Quackenbush |
| Title: | Vice President |

[Signature page to Note Purchase Agreement - Smith & Nephew]

STATE FARM LIFE INSURANCE COMPANY |
By: | /s/ Julie Hoyer |
Name: | Julie Hoyer |
Title: | Investment Executive |
By: | /s/ Rebekah L. Holt |
Name: | Rebekah L. Holt |
Title: | Investment Professional |

STATE FARM LIFE AND ACCIDENT ASSURANCE |
COMPANY |
By: | /s/ Julie Hoyer |
Name: | Julie Hoyer |
Title: | Investment Executive |
By: | /s/ Rebekah L. Holt |
Name: | Rebekah L. Holt |
Title: | Investment Professional |

[Signature page to Note Purchase Agreement - Smith & Nephew]

MASSACHUSETTS MUTUAL LIFE INSURANCE |
COMPANY |
By: | Barings LLC as Investment Adviser |
| By: | /s/ Jennie Rose |
| Name: | Jennie Rose |
| Title: | Managing Director |

BANNER LIFE INSURANCE COMPANY |
By: | Barings LLC as Investment Adviser |
| By: | /s/ Jennie Rose |
| Name: | Jennie Rose |
| Title: | Managing Director |

[Signature page to Note Purchase Agreement - Smith & Nephew]

JACKSON NATIONAL LIFE INSURANCE COMPANY |
By: | PPM America, Inc., as attorney in fact, |
| on behalf of Jackson National Life Insurance Company |
| By: | /s/ Elena Unger |
| Name: | Elena Unger |
| Title: | Vice President |

[Signature page to Note Purchase Agreement - Smith & Nephew]

METROPOLITAN LIFE INSURANCE COMPANY |
By: | MetLife Investments Limited, Its Investment Manager |
| By: | /s/ Ewan Macaulay |
| Name: | Ewan Macaulay |
| Title: | Authorised Signatory |

SYMETRA LIFE INSURANCE COMPANY |
By: | MetLife Investment Management, LLC, Its Investment Manager |
| By: | /s/ Frank Monfalcone |
| Name: | Frank Monfalcone |
| Title: | Authorized Signatory |

RSUI INDEMNITY COMPANY |
By: | MetLife Investment Management, LLC, Its Investment Manager |
| By: | /s/ Frank Monfalcone |
| Name: | Frank Monfalcone |
| Title: | Authorized Signatory |

[Signature page to Note Purchase Agreement - Smith & Nephew]

METROPOLITAN LIFE INSURANCE COMPANY |
By: | MetLife Investments Limited, Its Investment Manager |
| By: | /s/ Ewan Macaulay |
| Name: | Ewan Macaulay |
| Title: | Authorised Signatory |

SYMETRA LIFE INSURANCE COMPANY |
By: | MetLife Investment Management, LLC, Its Investment Manager |
| By: | /s/ Frank Monfalcone |
| Name: | Frank Monfalcone |
| Title: | Authorized Signatory |

RSUI INDEMNITY COMPANY |
By: | MetLife Investment Management, LLC, Its Investment Manager |
| By: | /s/ Frank Monfalcone |
| Name: | Frank Monfalcone |
| Title: | Authorized Signatory |

[Signature page to Note Purchase Agreement - Smith & Nephew]

USAA CASUALTY INSURANCE COMPANY |
By: | BlackRock Financial Management, Inc., |
| as inve s tment manager |
| By: | /s/ Morsh Merriner |
| Name: | Morsh Merriner |
| Title: | Managing Director |

USAA GENERAL INDEMNITY COMPANY |
By: | BlackRock Financial Management, Inc., |
| as inve s tment manager |
| By: | /s/ Morsh Merriner |
| Name: | Morsh Merriner |
| Title: | Managing Director |

UNITED SERVICES AUTOMOBILE ASSOCIATION |
By: | BlackRock Financial Management, Inc., |
| as inve s tment manager |
| By: | /s/ Morsh Merriner |
| Name: | Morsh Merriner |
| Title: | Managing Director |

GARRISON PROPERTY & CASUALTY INSURANCE |
COMPANY |
By: | BlackRock Financial Management, Inc., |
| as inve s tment manager |
| By: | /s/ Morsh Merriner |
| Name: | Morsh Merriner |
| Title: | Managing Director |

[Signature page to Note Purchase Agreement - Smith & Nephew]

CATASTROPHE REINSURANCE COMPANY |
By: | BlackRock Financial Management, Inc., |
| as inve s tment manager |
| By: | /s/ Morsh Merriner |
| Name: | Morsh Merriner |
| Title: | Managing Director |

USAA LIFE INSURANCE COMPANY |
By: | BlackRock Financial Management, Inc., |
| as inve s tment manager |
| By: | /s/ Morsh Merriner |
| Name: | Morsh Merriner |
| Title: | Managing Director |

USAA LIFE lNSURANCE COMPANY OF NEW YORK |
By: | BlackRock Financial Management, Inc., |
| as inve s tment manager |
| By: | /s/ Morsh Merriner |
| Name: | Morsh Merriner |
| Title: | Managing Director |

[Signature page to Note Purchase Agreement - Smith & Nephew]

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Purchaser Name | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-1; $45,000,000 RB-1; $45,000,000 RC-1; $30,000,000 RD-1; $33,450,000
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions. E-mail: payments@northwesternmutual.com Phone: (414) 665-1679
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 2.90% Series B Senior Notes due June 17, 2028 G8228* AN2 2.97% Series C Senior Notes due June 17, 2029 G8228* AP7 2.99% Series D Senior Notes due June 17, 2030 G8228* AQ5 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations Email: payments@northwesternmutual.com Phone: (414) 665-1679
Address / Fax # / Email for all other notices | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department Email: privateinvest@northwesternmutual.com
Instructions re Delivery of Note(s) | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Myja Raghuvanshi
Signature Block Format | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: Name: Title: Managing Director

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Purchaser Name | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Tax Identification Number | 39-0509570
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/N/80348/DTTP
Jurisdiction of Tax Residence | United States of America

-2-

Purchaser Name | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT
Name in Which to Register Note(s) | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT
Note Registration Number(s); Principal Amount(s) | RD-2; $1,550,000
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions. E-mail: payments@northwesternmutual.com Phone: (414) 665-1679
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.99% Series D Senior Notes due June 17, 2030 G8228* AQ5 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations Email: payments@northwesternmutual.com Phone: (414) 665-1679
Address / Fax # / Email for all other notices | The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department Email: privateinvest@northwesternmutual.com
Instructions re Delivery of Note(s) | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Myja Raghuvanshi
Signature Block Format | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By: Name: Title: Its Authorized Representative
Tax Identification Number | 39-0509570
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/N/80348/DTTP
Jurisdiction of Tax Residence | United States of America

-3-

Purchaser Name | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Name in which to register Note(s) | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Note Registration Number(s); Principal Amount(s) | RE-1; $101,385,000
Payment on account of Note(s) Method Account information | Federal Funds Wire Transfer JPMorgan Chase Bank, NA 1 New York, NY ABA No.: 021000021 Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces)
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 3.09% Series E Senior Notes due June 17, 2032 G8228* AR3 Security No.: INV11724 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # and/or Email For Notices Relating To Payments | The Prudential Insurance Company of America c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address / Fax # and/or Email For All Other Notices | The Prudential Insurance Company of America c/o Pricoa Private Capital Two Prudential Plaza 180 N. Stetson Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director, PRICOA with a copy to: Pricoa Capital Group Limited One London Bridge 8th Floor London, SE1 9BG Fax: +44 207 621 8448 Attention: Managing Director cc: Vice President and Corporate Counsel

1 If Borrower's account is with JPMorgan Chase, use the following wiring instructions:
JPMorgan Chase Bank, NA

New York, NY

ABA No.: 021000021

Account No.: 900-9000-168

Account Name: North American Insurance

FFC: P86188 Prudential Managed Portfolio

-4-

Purchaser Name | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Instructions re: Delivery of Notes | PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager cc: mandeep.sidhu@pricoa.com and Private.Disbursements@Prudential.com
Signature Block Format | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: Vice President
Tax Identification Number | 22-1211670
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/P/61325/DTTP
Jurisdiction of Tax Residence | United States of America

-5-

Purchaser Name | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Name in which to register Note(s) | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Note Registration Number(s); Principal Amount(s) | RE-2; $29,300,000
Payment on account of Note(s) Method Account information | Federal Funds Wire Transfer JPMorgan Chase Bank, NA 2 New York, NY ABA No.: 021000021 Account Name: Baxter Intl Inc Privates Account No.: P20247 (please do not include spaces)
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 3.09% Series E Senior Notes due June 17, 2032 G8228* AR3 Security No.: INV11724 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # and/or Email For Notices Relating To Payments | The Prudential Insurance Company of America c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address / Fax # and/or Email For All Other Notices | The Prudential Insurance Company of America c/o Pricoa Private Capital Two Prudential Plaza 180 N. Stetson Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director, PRICOA with a copy to: Pricoa Capital Group Limited One London Bridge 8th Floor London, SE1 9BG Fax: +44 207 621 8448 Attention: Managing Director cc: Vice President and Corporate Counsel

2 If Borrower's account is with JPMorgan Chase, use the following wiring instructions:
JPMorgan Chase Bank, NA

New York, NY

ABA No.: 021000021

Account No.: 900-9000-168

Account Name: North American Insurance
FFC: P20247 Baxter Intl Inc Privates

-6-

Purchaser Name | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Instructions re: Delivery of Notes | PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager cc: mandeep.sidhu@pricoa.com and Private.Disbursements@Prudential.com
Signature Block Format | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: Vice President
Tax Identification Number | 22-1211670
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/P/61325/DTTP
Jurisdiction of Tax Residence | United States of America

-7-

Purchaser Name | PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY
Name in which to register Note(s) | PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY
Note Registration Number(s); Principal Amount(s) | RE-3; $11,400,000
Payment on account of Note(s) Method Account information | Federal Funds Wire Transfer JPMorgan Chase Bank, NA 3 New York, NY ABA No.: 021000021 Account Name: Prudential Legacy Ins Co of NJ Account No.: P30874 (please do not include spaces)
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 3.09% Series E Senior Notes due June 17, 2032 G8228* AR3 Security No.: INV11724 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # and/or Email For Notices Relating To Payments | Prudential Legacy Insurance Company of New Jersey c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address / Fax # and/or Email For All Other Notices | Prudential Legacy Insurance Company of New Jersey c/o Pricoa Private Capital Two Prudential Plaza 180 N. Stetson Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director, PRICOA with a copy to: Pricoa Capital Group Limited One London Bridge 8th Floor London, SE1 9BG Fax: +44 207 621 8448 Attention: Managing Director cc: Vice President and Corporate Counsel

3 If Borrower's account is with JPMorgan Chase, use the following wiring instructions:
JPMorgan Chase Bank, NA

New York, NY

ABA No.: 021000021

Account No.: 900-9000-168

Account Name: North American Insurance
FFC: P30874 PCG RCB Custody

-8-

Purchaser Name | PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY
Instructions re: Delivery of Notes | PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager cc: mandeep.sidhu@pricoa.com and Private.Disbursements@Prudential.com
Signature Block Format | PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY By: PGIM, Inc. (as Investment Manager) By: Name: Title: Vice President
Tax Identification Number | 27-2457213
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/P/366935/DTTP
Jurisdiction of Tax Residence | United States of America

-9-

Purchaser Name | PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY
Name in which to register Note(s) | PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY
Note Registration Number(s); Principal Amount(s) | RE-4; $1,600,000
Payment on account of Note(s) Method Account information | Federal Funds Wire Transfer JPMorgan Chase Bank, NA 4 New York, NY ABA No.: 021000021 Account Name: PAR Term Ind Lif - Inv Seg Privates Account No.: P30869 (please do not include spaces)
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 3.09% Series E Senior Notes due June 17, 2032 G8228* AR3 Security No.: INV11724 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # and/or Email For Notices Relating To Payments | Prudential Arizona Reinsurance Term Company c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address / Fax # and/or Email For All Other Notices | Prudential Arizona Reinsurance Term Company c/o Pricoa Private Capital Two Prudential Plaza 180 N. Stetson Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director, PRICOA with a copy to: Pricoa Capital Group Limited One London Bridge 8th Floor London, SE1 9BG Fax: +44 207 621 8448 Attention: Managing Director cc: Vice President and Corporate Counsel

4 If Borrower's account is with JPMorgan Chase, use the following wiring instructions:
JPMorgan Chase Bank, NA

New York, NY

ABA No.: 021000021

Account No.: 900-9000-168

Account Name: North American Insurance

FFC: P30869 PAR Term Ind Lif - Inv Seg Privates

-10-

Purchaser Name | PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY
Instructions re: Delivery of Notes | PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager cc: mandeep.sidhu@pricoa.com and Private.Disbursements@Prudential.com
Signature Block Format | PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY By: PGIM, Inc. (as Investment Manager) By: Name: Title: Vice President
Tax Identification Number | 27-2457213
United Kingdom Tax Status | Qualifying Noteholder/ QPP Holder
Jurisdiction of Tax Residence | United States of America

-11-

Purchaser Name | PRUCO LIFE INSURANCE COMPANY
Name in which to register Note(s) | PRUCO LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RE-5; $5,695,000
Payment on account of Note(s) Method Account information | Federal Funds Wire Transfer JPMorgan Chase Bank, NA 5 New York, NY ABA No.: 021000021 Account Name: PRUCO Life Insurance Company Account No.: P86192 (please do not include spaces)
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 3.09% Series E Senior Notes due June 17, 2032 G8228* AR3 Security No.: INV11724 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # and/or Email For Notices Relating To Payments | Pruco Life Insurance Company c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address / Fax # and/or Email For All Other Notices | Pruco Life Insurance Company c/o Pricoa Private Capital Two Prudential Plaza 180 N. Stetson Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director, PRICOA with a copy to: Pricoa Capital Group Limited One London Bridge 8th Floor London, SE1 9BG Fax: +44 207 621 8448 Attention: Managing Director cc: Vice President and Corporate Counsel

5 If Borrower's account is with JPMorgan Chase, use the following wiring instructions:
JPMorgan Chase Bank, NA

New York, NY

ABA No.: 021000021

Account No.: 900-9000-168

Account Name: North American Insurance
FFC: P86192 PRUCO Life Insurance Company

-12-

Purchaser Name | PRUCO LIFE INSURANCE COMPANY
Instructions re: Delivery of Notes | PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager cc: mandeep.sidhu@pricoa.com and Private.Disbursements@Prudential.com
Signature Block Format | PRUCO LIFE INSURANCE COMPANY By: Name: Title: Assistant Vice President
Tax Identification Number | 22-1944557
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/P/296649/DTTP
Jurisdiction of Tax Residence | United States of America

-13-

Purchaser Name | PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
Name in which to register Note(s) | PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
Note Registration Number(s); Principal Amount(s) | RE-6; $3,420,000
Payment on account of Note(s) Method Account information | Federal Funds Wire Transfer JPMorgan Chase Bank, NA 6 New York, NY ABA No.: 021000021 Account Name: PRUCO Life Insurance Company Account No.: P86192 (please do not include spaces)
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 3.09% Series E Senior Notes due June 17, 2032 G8228* AR3 Security No.: INV11724 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # and/or Email For Notices Relating To Payments | Pruco Life Insurance Company of New Jersey c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address / Fax # and/or Email For All Other Notices | Pruco Life Insurance Company of New Jersey c/o Pricoa Private Capital Two Prudential Plaza 180 N. Stetson Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director, PRICOA with a copy to: Pricoa Capital Group Limited One London Bridge 8th Floor London, SE1 9BG Fax: +44 207 621 8448 Attention: Managing Director cc: Vice President and Corporate Counsel

6 If Borrower's account is with JPMorgan Chase, use the following wiring instructions:
JPMorgan Chase Bank, NA

New York, NY

ABA No.: 021000021

Account No.: 900-9000-168

Account Name: North American Insurance

FFC: P86202 PRUCO Life of New Jersey Private Placement

-14-

Purchaser Name | PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
Instructions re: Delivery of Notes | PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager cc: mandeep.sidhu@pricoa.com and Private.Disbursements@Prudential.com
Signature Block Format | PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: Name: Title: Assistant Vice President
Tax Identification Number | 22-2426091
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/P/329685/DTTP
Jurisdiction of Tax Residence | United States of America

-15-

Purchaser Name | PICA HARTFORD LIFE & ANNUITY GUL TRUST
Name in which to register Note(s) | PICA HARTFORD LIFE & ANNUITY GUL TRUST
Note Registration Number(s); Principal Amount(s) | RE-7; $1,140,000
Payment on account of Note(s) Method Account information | Federal Funds Wire Transfer The Bank Of New York Mellon New York, NY ABA No.: 021000018 Account Name: PICA HLAN GUL Trust Privates Account No.: 2483728400
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 3.09% Series E Senior Notes due June 17, 2032 G8228* AR3 Security No.: INV11724 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # and/or Email For Notices Relating To Payments | PICA Hartford Life & Annuity Gul Trust c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address / Fax # and/or Email For All Other Notices | PICA Hartford Life & Annuity Gul Trust c/o Pricoa Private Capital Two Prudential Plaza 180 N. Stetson Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director, PRICOA with a copy to: Pricoa Capital Group Limited One London Bridge 8th Floor London, SE1 9BG Fax: +44 207 621 8448 Attention: Managing Director cc: Vice President and Corporate Counsel
Instructions re: Delivery of Notes | PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager cc: mandeep.sidhu@pricoa.com and Private.Disbursements@Prudential.com

-16-

Purchaser Name | PICA HARTFORD LIFE & ANNUITY GUL TRUST
Signature Block Format | PICA HARTFORD LIFE & ANNUITY GUL TRUST By: The Prudential Insurance Company of America, as Grantor By: Name: Title: Vice President
Tax Identification Number | 22-1211670
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/P/61325/DTTP
Jurisdiction of Tax Residence | United States of America

-17-

Purchaser Name | PICA HARTFORD LIFE & ACCIDENT COMFORT TRUST
Name in which to register Note(s) | PICA HARTFORD LIFE & ACCIDENT COMFORT TRUST
Note Registration Number(s); Principal Amount(s) | RE-8; $1,060,000
Payment on account of Note(s) Method Account information | Federal Funds Wire Transfer The Bank Of New York Mellon New York, NY ABA No.: 021000018 Account Name: PICA HLA COMFORT TRUST PRIVATES Account No.: 2483628400
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 3.09% Series E Senior Notes due June 17, 2032 G8228* AR3 Security No.: INV11724 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # and/or Email For Notices Relating To Payments | PICA Hartford Life & Accident Comfort Trust c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com
Address / Fax # and/or Email For All Other Notices | PICA Hartford Life & Accident Comfort Trust c/o Pricoa Private Capital Two Prudential Plaza 180 N. Stetson Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director, PRICOA with a copy to: Pricoa Capital Group Limited One London Bridge 8th Floor London, SE1 9BG Fax: +44 207 621 8448 Attention: Managing Director cc: Vice President and Corporate Counsel
Instructions re: Delivery of Notes | PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager cc: mandeep.sidhu@pricoa.com and Private.Disbursements@Prudential.com

-18-

Purchaser Name | PICA HARTFORD LIFE & ACCIDENT COMFORT TRUST
Signature Block Format | PICA HARTFORD LIFE & ACCIDENT COMFORT TRUST By: The Prudential Insurance Company of America, as Grantor By: Name: Title: Vice President
Tax Identification Number | 22-1211670
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/P/61325/DTTP
Jurisdiction of Tax Residence | United States of America

-19-

Purchaser Name | STATE FARM LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | STATE FARM LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-2; $14,000,000 RB-2; $14,000,000 RC-2; $19,000,000 RD-3; $25,000,000
Payment on account of Note Method Account information | Federal Wire Transfer JPMorganChase ABA# 021000021 Attn: SSG Private Income Processing A/C# 900 9 000200 For further credit to: State Farm Life Insurance Company Custody Account # G06893 RE: See “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 2.90% Series B Senior Notes due June 17, 2028 G8228* AN2 2.97% Series C Senior Notes due June 17, 2029 G8228* AP7 2.99% Series D Senior Notes due June 17, 2030 G8228* AQ5 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | State Farm Life Insurance Company Investment Dept. E-8 One State Farm Plaza Bloomington, IL 61710 Email: privateplacements@statefarm.com and State Farm Life Insurance Company Investment Accounting Dept. D-3 One State Farm Plaza Bloomington, IL 61710
Address / Fax # / Email for all other notices | State Farm Life Insurance Company Investment Dept. E-8 One State Farm Plaza Bloomington, IL 61710 Email: privateplacements@statefarm.com
Instructions re Delivery of Notes | JPMorgan Chase Bank, N.A. 4 Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attn: Physical Receive Department Account: G06893 cc: chris.stoffer.htr4@statefarm.com

-20-

Purchaser Name | STATE FARM LIFE INSURANCE COMPANY
Signature Block | STATE FARM LIFE INSURANCE COMPANY By: Name: Title: By: Name: Title:
Tax identification number | 37-0533090
United Kingdom Tax Status | Qualifying Noteholder/ QPP Holder
Jurisdiction of Tax Residence | United States of America

-21-

Purchaser Name | STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
Name in Which to Register Note(s) | STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-3; $1,000,000 RB-3; $1,000,000 RC-3; $1,000,000
Payment on account of Note Method Account information | Federal Wire Transfer JPMorganChase ABA# 021000021 Attn: SSG Private Income Processing A/C# 9009000200 For further credit to: State Farm Life and Accident Assurance Company Custody Account # G06895 RE: See “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 2.90% Series B Senior Notes due June 17, 2028 G8228* AN2 2.97% Series C Senior Notes due June 17, 2029 G8228* AP7 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | State Farm Life and Accident Assurance Company Investment Dept. E-8 One State Farm Plaza Bloomington, IL 61710 Email: privateplacements@statefarm.com and State Farm Life and Accident Assurance Company Investment Accounting Dept. D-3 One State Farm Plaza Bloomington, IL 61710
Address / Fax # / Email for all other notices | State Farm Life and Accident Assurance Company Investment Dept. E-8 One State Farm Plaza Bloomington, IL 61710 Email: privateplacements@statefarm.com
Instructions re Delivery of Notes | JPMorgan Chase Bank, N.A. 4 Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attn: Physical Receive Department Account: G06895 cc: chris.stoffer.htr4@statefarm.com

-22-

Purchaser Name | STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
Signature Block | STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By: Name: Title: By: Name: Title:
Tax identification number | 37-0805091
United Kingdom Tax Status | Qualifying Noteholder/ QPP Holder
Jurisdiction of Tax Residence | United States of America

-23-

Purchaser Name | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RC-4; $32,000,000
Payment on account of Note(s) |
Method | Federal Funds Wire Transfer MassMutual
Account Information | MassMutual Citibank New York, New York ABA # 021000089 Acct # 30510685 RE: “Accompanying Information” below
| With advice of payment to the Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at mmincometeam@massmutual.com or (413) 226-4295 (facsimile).
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.97% Series C Senior Notes due June 17, 2029 G8228* AP7 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made.
Address / Fax # / Email for notices related to payments | Massachusetts Mutual Life Insurance Company Treasury Operations Securities Management 1295 State Street Springfield, MA 01111 Attn: Janelle Tarantino
| With a copy to:
| Massachusetts Mutual Life Insurance Company c/o Barings LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202
Address / Fax # / Email for all other notices (Including electronic delivery of financials) | Massachusetts Mutual Life Insurance Company c/o Barings LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202
| With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com James.Moore@barings.com Mark.Ackerman@barings.com Nick.Aveni@barings.com

-24-

Purchaser Name | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Instructions re Delivery of Note(s) | Massachusetts Mutual Life Insurance Company 1295 State Street, MIP: E415 Springfield, MA 01111 Attn: Janelle Tarantino, Treasury Operations Securities Management Telephone: 413-744-1885 Cc: Michelle.kearney@barings.com Diane.murphy@barings.com Owen.Zingraff@barings.com
Signature Block Format | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: Name: Title:
Tax Identification Number | 04-1590850
United Kingdom Tax Status | Qualifying Noteholder/QPP Holder
Jurisdiction of Tax Residence | United States of America

-25-

Purchaser Name | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RC-5; $15,000,000
Payment on account of Note(s) |
Method | Federal Funds Wire Transfer MassMutual
Account Information | MASSMUTUAL TRUST RPG (MMTRRPG) Citibank, N.A New York, New York ABA # 021000089 Acct Name Concentration Account Acct # 36112805 FCC: MassMutual Trust Account #240146 RE: “Accompanying Information” below
| With advice of payment to the Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at mmincometeam@massmutual.com or (413) 226-4295 (facsimile).
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.97% Series C Senior Notes due June 17, 2029 G8228* AP7 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made.
Address / Fax # / Email for notices related to payments | Massachusetts Mutual Life Insurance Company Treasury Operations Securities Management 1295 State Street Springfield, MA 01111 Attn: Janelle Tarantino
| With a copy to:
| Massachusetts Mutual Life Insurance Company c/o Barings LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202
Address / Fax # / Email for all other notices (Including electronic delivery of financials) | Massachusetts Mutual Life Insurance Company c/o Barings LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202
| With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com James.Moore@barings.com Mark.Ackerman@barings.com Nick.Aveni@barings.com

-26-

Purchaser Name | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Instructions re Delivery of Note(s) | Citibank NA 399 Park Avenue Level B Vault New York, NY 10022 Ref: Acct. #240146 Cc: Michelle.kearney@barings.com Diane.murphy@barings.com Owen.Zingraff@barings.com Meredith.Hunter@barings.com
Signature Block Format | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: Name: Title:
Tax Identification Number | 04-1590850
United Kingdom Tax Status | Qualifying Noteholder/QPP Holder
Jurisdiction of Tax Residence | United States of America

-27-

Purchaser Name | BANNER LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | BANNER LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RC-6; $3,000,000
Payment on account of Note(s) |
Method | Federal Funds Wire Transfer MassMutual
Account Information | BANNER LIFE INSURANCE COMPANY U.S. Bank N.A. Trust Dept Income Unit 60 Livingston Avenue St. Paul, MN 55107 ABA # 091000022 BIC: USBKUS44IMT A/C: 180183083765 FFC: Account No. 8028492058 (CUSIP, FFC to Account Number, and P and I Breakdown) ATTN: Income RE: “Accompanying Information” below
| With advice of payment to the Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at mmincometeam@massmutual.com or (413) 226-4295 (facsimile).
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.97% Series C Senior Notes due June 17, 2029 G8228* AP7 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made.
Address / Fax # / Email for notices related to payments | Banner Life Insurance Company c/o Barings LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202
| With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com James.Moore@barings.com Mark.Ackerman@barings.com Nick.Aveni@barings.com
Address / Fax # / Email for all other notices (Including electronic delivery of financials) | Banner Life Insurance Company c/o Barings LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202
| With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com James.Moore@barings.com Mark.Ackerman@barings.com Nick.Aveni@barings.com

-28-

Purchaser Name | BANNER LIFE INSURANCE COMPANY
Instructions re Delivery of Note(s) | U.S. Bank Trust Services 1555 N. River Center Drive – Suite 302 Milwaukee, Wisconsin 53212 Attention: Securities Processing Cc: Michelle.kearney@barings.com Diane.murphy@barings.com Owen.Zingraff@barings.com Meredith.Hunter@barings.com
Signature Block Format | BANNER LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: Name: Title:
Tax Identification Number | 52-1236145
United Kingdom Tax Status | Qualifying Noteholder/QPP Holder
Jurisdiction of Tax Residence | United States of America

-29-

Purchaser Name | JACKSON NATIONAL LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | JACKSON NATIONAL LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-4; 30,000,000
Payment on Account of Note Method Account Information | Federal Funds Wire Transfer The Bank of New York Mellon ABA # 021-000-018 Account #: IOC566 Ref: 187242 and “Accompanying information” below
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Payment notices should be sent to:PPMAPrivateOps@ppmamerica.com And to: PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606-1228 Attn: Private Placements – Elena Unger Phone: (312) 634-7853, Fax: (312) 634-0054 Email: PPMAPrivateReporting@ppmamerica.com
Address / Fax # / Email for all other notices | PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606-1228 Attn: Private Placements – Elena Unger Phone: (312) 634-7853, Fax: (312) 634-0054 Email: elena.unger@ppmamerica.com Email: PPMAPrivateReporting@ppmamerica.com
Instructions re Delivery of Note(s) | The Depository Trust Company 570 Washington Blvd - 5th floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department Ref: 187242 (very important)
Signature Block | JACKSON NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Jackson National Life Insurance Company By: Name: Title:
Tax Identification Number | 38-1659835
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/J/216375/DTTP
Jurisdiction of Tax Residence | United States of America

-30-

Purchaser Name | JACKSON NATIONAL LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | JACKSON NATIONAL LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-5; 20,000,000
Payment on Account of Note Method Account Information | Federal Funds Wire Transfer The Bank of New York Mellon ABA # 021-000-018 Account #: IOC566 Ref: 187244 and “Accompanying information” below
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Payment notices should be sent to:PPMAPrivateOps@ppmamerica.com And to: PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606-1228 Attn: Private Placements – Elena Unger Phone: (312) 634-7853, Fax: (312) 634-0054 Email: PPMAPrivateReporting@ppmamerica.com
Address / Fax # / Email for all other notices | PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606-1228 Attn: Private Placements – Elena Unger Phone: (312) 634-7853, Fax: (312) 634-0054 Email: elena.unger@ppmamerica.com Email: PPMAPrivateReporting@ppmamerica.com
Instructions re Delivery of Note(s) | The Depository Trust Company 570 Washington Blvd - 5th floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department Ref: 187244 (very important)
Signature Block | JACKSON NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Jackson National Life Insurance Company By: Name: Title:
Tax Identification Number | 38-1659835
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/J/216375/DTTP
Jurisdiction of Tax Residence | United States of America

-31-

Purchaser Name | METROPOLITAN LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | METROPOLITAN LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RD-4; $20,000,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Bank Name: JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: 002-2-410591 Account Name: Metropolitan Life Insurance Company Ref: BME3MA3U4 | Smith & Nephew 2.99% 17Jun2030 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.99% Series D Senior Notes due June 17, 2030 G8228* AQ5 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
Address / Fax # / Email for all notices and communications | Metropolitan Life Insurance Company c/o MetLife Investments Limited Level 34 One Canada Square Canary Wharf London E14 5AA, England Attention: Investments, Private Placements Attention: Cecile Michel, Associate Director Emails: PPUCompliance@metlife.com; cecile.michel@metlife.com; OpsPvtPlacements@metlife.com With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com

-32-

Purchaser Name | METROPOLITAN LIFE INSURANCE COMPANY
Instructions re Delivery of Note(s) | Metropolitan Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Sobara Simon-Hart, Senior Corporate Counsel
Signature Block Format | METROPOLITAN LIFE INSURANCE COMPANY By: MetLife Investments Limited, Its Investment Manager By: Name: Title: Authorised Signatory
Tax Identification Number | 13-5581829
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/M/61303/DTTP
Jurisdiction of Tax Residence | United States of America

-33-

Purchaser Name | SYMETRA LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | SYMETRA LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-6; $10,000,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Bank Name: JPMorgan Chase ABA: 021-000-021 Account No.: 9009000200 FFC: P79303, Symetra GUL 181 – Met Private Ref: Smith & Nephew 2.83% 17Jun2027 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

-34-

Purchaser Name | SYMETRA LIFE INSURANCE COMPANY
Address / Fax # / Email for all notices and communications | Symetra Life Insurance Company c/o MetLife Investments Limited Level 34 One Canada Square Canary Wharf London E14 5AA, England Attention: Investments, Private Placements Attention: Cecile Michel, Associate Director Emails: PPUCompliance@metlife.com; cecile.michel@metlife.com; OpsPvtPlacements@metlife.com With a copy OTHER than with respect to deliveries of financial statements to: Symetra Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com And Symetra Life Insurance Company Attn: Nate Zaientz 308 Farmington Ave, 3rd floor Farmington, CT 06032 and Resolution Re Ltd. Wessex House 2nd Floor, 45 Reid Street Hamilton HM12, Bermuda Email: RLIM-Investments@resolutionlife.com
Instructions re Delivery of Note(s) | Symetra Life Insurance Company Attn: Nate Zaientz 308 Farmington Ave, 3rd floor Farmington, CT 06032 With COPIES OF THE NOTES emailed to: sobara.simon-hart@metlife.com
Signature Block Format | SYMETRA LIFE INSURANCE COMPANY By: MetLife Investment Management, LLC, Its Investment Manager By: Name: Title:
Tax Identification Number | 91-0742147
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/S/307814/DTTP
Jurisdiction of Tax Residence | United States of America

-35-

Purchaser Name | RSUI INDEMNITY COMPANY
Name in Which to Register Note(s) | RSUI INDEMNITY COMPANY
Note Registration Number(s); Principal Amount(s) | RA-7; $5,000,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Bank Name: The Bank of New York Mellon SWIFT: IRVTUS3N or ABA: 021 000 018 Account No.: GLA 111566 Sort Code: FFC: 301476 Ref: Smith & Nephew 2.83% 17Jun2027 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
Accompanying Information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
Address / Fax # / Email for all notices and communications | RSUI Indemnity Company c/o MetLife Investments Limited Level 34 One Canada Square Canary Wharf London E14 5AA, England Attention: Investments, Private Placements Attention: Cecile Michel, Associate Director Emails: PPUCompliance@metlife.com; cecile.michel@metlife.com; OpsPvtPlacements@metlife.com With a copy OTHER than with respect to deliveries of financial statements to: Leonard C. Sjostrom, CPA, CPCU Senior Vice President, CFO RSUI Group, Inc. 945 East Paces Ferry Road, Suite 1800 Atlanta, GA 30326-1125 404 260-3880 Direct

-36-

Purchaser Name | RSUI INDEMNITY COMPANY
Instructions re Delivery of Note(s) | The Depository Trust Company 570 Washington Blvd – 5th Floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department REF: RSUI Indemnity Company Private Placements Trust A/C# 301476 With COPIES OF THE NOTES emailed to: sobara.simon-hart@metlife.com
Signature Block Format | RSUI INDEMNITY COMPANY By: MetLife Investment Management, LLC, Its Investment Manager By: Name: Title:
Tax Identification Number | 16-0366830
United Kingdom Tax Status | Qualifying Noteholder/ QPP Holder
Jurisdiction of Tax Residence | United States of America

-37-

Purchaser Name | USAA CASUALTY INSURANCE COMPANY
Name in Which to Register Note(s) | USAA CASUALTY INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-8; $4,030,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Name of Bank The Northern Trust Company ABA Number 071000152 Receiving Bank BIC CNORUS44XXX A/C Number 5186041000 FFC Account Name USAA Casualty Insurance Co FFC Account BIC CNORGB22XXX FFC Account Number 26-11038 Ref: “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358
Address / Fax # / Email for all other notices | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358

-38-

Purchaser Name | USAA CASUALTY INSURANCE COMPANY
Instructions re Delivery of Note(s) | BlackRock GLAS/ Attn: Kaidi Huang, Wendy Myers, Dale Fieffe, Hui Chen 40 East 52nd Street New York, NY 10022 Email: GroupPrivate-Closings@blackrock.com Tel: 212-810-8358
Signature Block Format | USAA CASUALTY INSURANCE COMPANY By: BlackRock Financial Management, Inc., as investment manager By: Name: Title:
Tax Identification Number | 59-3019540
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/U/356898/DTTP
Jurisdiction of Tax Residence | United States of America

-39-

Purchaser Name | USAA GENERAL INDEMNITY COMPANY
Name in Which to Register Note(s) | USAA GENERAL INDEMNITY COMPANY
Note Registration Number(s); Principal Amount(s) | RA-9; $2,257,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Name of Bank The Northern Trust Company ABA Number 071000152 Receiving Bank BIC CNORUS44XXX A/C Number 5186041000 FFC Account Name USAA General Indemnity Company FFC Account BIC CNORGB22XXX FFC Account Number 26-11039 Ref: “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358
Address / Fax # / Email for all other notices | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358

-40-

Purchaser Name | USAA GENERAL INDEMNITY COMPANY
Instructions re Delivery of Note(s) | BlackRock GLAS/ Attn: Kaidi Huang, Wendy Myers, Dale Fieffe, Hui Chen 40 East 52nd Street New York, NY 10022 Email: GroupPrivate-Closings@blackrock.com Tel: 212-810-8358
Signature Block Format | USAA GENERAL INDEMNITY COMPANY By: BlackRock Financial Management, Inc., as investment manager By: Name: Title:
Tax Identification Number | 74-1718283
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/U/362981/DTTP
Jurisdiction of Tax Residence | United States of America

-41-

Purchaser Name | UNITED SERVICES AUTOMOBILE ASSOCIATION
Name in Which to Register Note(s) | UNITED SERVICES AUTOMOBILE ASSOCIATION
Note Registration Number(s); Principal Amount(s) | RA-10; $6,592,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Name of Bank The Northern Trust Company ABA Number 071000152 Receiving Bank BIC CNORUS44XXX A/C Number 5186041000 FFC Account Name United Services Automobile Asso FFC Account BIC CNORGB22XXX FFC Account Number 26-11037 Ref: “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358
Address / Fax # / Email for all other notices | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358

-42-

Purchaser Name | UNITED SERVICES AUTOMOBILE ASSOCIATION
Instructions re Delivery of Note(s) | BlackRock GLAS/ Attn: Kaidi Huang, Wendy Myers, Dale Fieffe, Hui Chen 40 East 52nd Street New York, NY 10022 Email: GroupPrivate-Closings@blackrock.com Tel: 212-810-8358
Signature Block Format | UNITED SERVICES AUTOMOBILE ASSOCIATION By: BlackRock Financial Management, Inc., as investment manager By: Name: Title:
Tax Identification Number | 74-0959140
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/U/351885/DTTP
Jurisdiction of Tax Residence | United States of America

-43-

Purchaser Name | GARRISON PROPERTY & CASUALTY INSURANCE COMPANY
Name in Which to Register Note(s) | GARRISON PROPERTY & CASUALTY INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-11; $1,080,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Name of Bank The Northern Trust Company ABA Number 071000152 Receiving Bank BIC CNORUS44XXX A/C Number 5186041000 FFC Account Name Garrison Property & Casualty Insurance Co FFC Account BIC CNORGB22XXX FFC Account Number 26-11041 Ref: “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358
Address / Fax # / Email for all other notices | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358

-44-

Purchaser Name | GARRISON PROPERTY & CASUALTY INSURANCE COMPANY
Instructions re Delivery of Note(s) | BlackRock GLAS/ Attn: Kaidi Huang, Wendy Myers, Dale Fieffe, Hui Chen 40 East 52nd Street New York, NY 10022 Email: GroupPrivate-Closings@blackrock.com Tel: 212-810-8358
Signature Block Format | GARRISON PROPERTY & CASUALTY INSURANCE COMPANY By: BlackRock Financial Management, Inc., as investment manager By: Name: Title:
Tax Identification Number | 43-1803614
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/G/362980/DTTP
Jurisdiction of Tax Residence | United States of America

-45-

Purchaser Name | CATASTROPHE REINSURANCE COMPANY
Name in Which to Register Note(s) | CATASTROPHE REINSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RA-12; $1,041,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Name of Bank The Northern Trust Company ABA Number 071000152 Receiving Bank BIC CNORUS44XXX A/C Number 5186041000 FFC Account Name Catastrophe Reinsurance Co FFC Account BIC CNORGB22XXX FFC Account Number 26-35055 Ref: “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.83% Series A Senior Notes due June 17, 2027 G8228* AM4 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358
Address / Fax # / Email for all other notices | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358

-46-

Purchaser Name | CATASTROPHE REINSURANCE COMPANY
Instructions re Delivery of Note(s) | BlackRock GLAS/ Attn: Kaidi Huang, Wendy Myers, Dale Fieffe, Hui Chen 40 East 52nd Street New York, NY 10022 Email: GroupPrivate-Closings@blackrock.com Tel: 212-810-8358
Signature Block Format | CATASTROPHE REINSURANCE COMPANY By: BlackRock Financial Management, Inc., as investment manager By: Name: Title:
Tax Identification Number | 20-4729999
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/C/362982/DTTP
Jurisdiction of Tax Residence | United States of America

-47-

Purchaser Name | USAA LIFE INSURANCE COMPANY
Name in Which to Register Note(s) | USAA LIFE INSURANCE COMPANY
Note Registration Number(s); Principal Amount(s) | RD-5; $14,523,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Name of Bank The Northern Trust Company ABA Number 071000152 Receiving Bank BIC CNORUS44XXX A/C Number 5186041000 FFC Account Name USAA Life Insurance Co FFC Account BIC CNORGB22XXX FFC Account Number 26-11042 Ref: “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.99% Series D Senior Notes due June 17, 2030 G8228* AQ5 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358
Address / Fax # / Email for all other notices | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358

-48-

Purchaser Name | USAA LIFE INSURANCE COMPANY
Instructions re Delivery of Note(s) | BlackRock GLAS/ Attn: Kaidi Huang, Wendy Myers, Dale Fieffe, Hui Chen 40 East 52nd Street New York, NY 10022 Email: GroupPrivate-Closings@blackrock.com Tel: 212-810-8358
Signature Block Format | USAA LIFE INSURANCE COMPANY By: BlackRock Financial Management, Inc., as investment manager By: Name: Title:
Tax Identification Number | 74-1472662
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/U/352594/DTTP
Jurisdiction of Tax Residence | United States of America

-49-

Purchaser Name | USAA LIFE INSURANCE COMPANY OF NEW YORK
Name in Which to Register Note(s) | USAA LIFE INSURANCE COMPANY OF NEW YORK
Note Registration Number(s); Principal Amount(s) | RD-6; $477,000
Payment on account of Note(s) Method Account Information | Federal Funds Wire Transfer Name of Bank The Northern Trust Company ABA Number 071000152 Receiving Bank BIC CNORUS44XXX A/C Number 5186041000 FFC Account Name USAA Life Insurance Co of NY FFC Account BIC CNORGB22XXX FFC Account Number 26-11044 Ref: “Accompanying Information” below
Accompanying information | Name of Issuer: SMITH & NEPHEW PLC Description of Security: PPN: 2.99% Series D Senior Notes due June 17, 2030 G8228* AQ5 Due date and application (as among principal, interest and Make- Whole Amount) of the payment being made
Address / Fax # / Email for notices related to payments | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358
Address / Fax # / Email for all other notices | Email: 18177171977@tls.ldsprod.com Privatetransactionsteam@blackrock.com Copy: Marshall Merriman Email: marshall.merriman@blackrock.com Tel: 212-810-5854 AnnMarie Smith Email: Annmarie.Smith@blackrock.com Tel: 646-231-1598 Alternative Operations Email: GroupPrivate-Closings@blackrock.com Tel: Group Line: 212-810-8358

-50-

Purchaser Name | USAA LIFE INSURANCE COMPANY OF NEW YORK
Instructions re Delivery of Note(s) | BlackRock GLAS/ Attn: Kaidi Huang, Wendy Myers, Dale Fieffe, Hui Chen 40 East 52nd Street New York, NY 10022 Email: GroupPrivate-Closings@blackrock.com Tel: 212-810-8358
Signature Block Format | USAA LIFE INSURANCE COMPANY OF NEW YORK By: BlackRock Financial Management, Inc., as investment manager By: Name: Title:
Tax Identification Number | 16-1530706
United Kingdom Tax Status | Treaty Holder
HMRC DT Treaty Passport Scheme | 13/U/363658/DTTP
Jurisdiction of Tax Residence | United States of America

-51-

SCHEDULE A1

Form of QPP Certificate

To: | The Company |
From: | [Name of holder] |
Dated: | [ ] |

[Note Purchase Transfer or Assignment] Agreement in respect of the [insert description of the Notes] (the "Notes") dated [ ] (the "Agreement")7

1. This is a QPP Certificate as defined in the Agreement. Other defined terms used in this QPP Certificate shall have the same meaning as in the Agreement unless given a different meaning in this QPP Certificate.

2. We confirm that:

(a) we are beneficially entitled to all interest payable to us as a holder of the Notes;

(b) we are a resident of a qualifying territory; and

(c) we are beneficially entitled to the interest which is payable to us on the Notes for genuine commercial reasons and not as part of a tax advantage scheme.

These confirmations together form a creditor certificate.

3. In this QPP Certificate the terms "resident", "qualifying territory", "scheme", "tax advantage scheme" and "creditor certificate" have the meaning given to them in the QPP Regulations. 8 9

7 A QPP Certificate is to be executed alongside any assignment/agreement/transfer if the assignee/transferee is a person eligible for the UK withholding tax exemption for qualifying private placements.

8 ‘resident’ and ‘qualifying territory’ actually defined in S167(5) and S173 TIOPA 2010 – essentially means the UK or any country which has a double tax treaty with the UK containing a non- discrimination article and not designated a non-qualifying territory by Treasury regulations.

9 “tax advantage scheme” defined in the QPP regs – in summary a scheme (widely construed) the main purpose, or one of the main purposes of which, is to obtain a tax advantage (other than a negligible one).

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[Name of holder] |
By: |

[This QPP Certificate is required where a holder is a person eligible for the UK withholding tax exemption for qualifying private placements; a separate QPP Certificate should be provided by each such holder and any relevant transferee/assignee of Notes.]

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SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Acceptable Bank” means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor's or Fitch or A3 or higher by Moody's or a comparable rating from an internationally recognized credit rating agency.

“Additional Payments” is defined in Section 8.3.

“Additional Subsidiary Guarantor” means each Subsidiary of the Company which guarantees the obligations of the Company under any Principal Credit Facility.

“Affected Noteholder” is defined within the definition of “Noteholder Sanctions Event.” “Affected Notes” is defined in Section 8.10(b).

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Agreement” means this Note Purchase Agreement, including all Schedules attached to this Agreement.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Applicable Election Date” is defined in Section 10.4(c).

“Applicable HR Measurement Period” is defined in Section 10.4(c).

“Applicable Percentage” is defined in Section 8.8.

“Blocked Person” means (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (ii) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (iii) a Person that is an agent, department

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or instrumentality of, or is otherwise beneficially majority-owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (i) or (ii).

“Business Day” means (a) for the purposes of Section 8.8 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or London, England are required or authorized to be closed.

“Called Principal” is defined in Section 8.8.

“Change in Tax Law” is defined in Section 8.3.

“Change of Control” means if at any time any single person or group of persons acting in concert acquires control of the Company, where (x) “control” has the meaning given to it in section 450 and 451 of the Corporation Tax Act 2010; and (y) “acting in concert” has the meaning given to it in the City Code on Takeovers and Mergers.

“Change of Control Response Date” is defined in Section 8.10(a).

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” is defined in the introductory paragraph to this Agreement.

“Company Notice” is defined in Section 8.10(a).

“Competitor” means any Person (other than a Purchaser) which is involved, directly or indirectly, to a material extent in the business of the sale or manufacture of medical equipment; provided that

(a) in no event shall an Institutional Investor that maintains purely passive investments in any Person that is a Competitor be deemed a Competitor; and

(b) the provision of investment advisory services by a Person to a Plan or Non-

U.S. Plan which is owned or controlled by a Person which would otherwise be a Competitor shall not of itself cause the Person providing such services to be deemed to be a Competitor if such Person has established procedures which will prevent confidential information supplied to such Person by any member of the Group from being transmitted or otherwise made available to such Plan or Non-U.S. Plan or Person owning or controlling such Plan or Non-U.S. Plan.

“Confidential Information” is defined in Section 21.

“Consolidated Cash and Cash Equivalents” is defined in Section 10.4(e).

“Consolidated EBITA” is defined in Section 10.4(e).

“Consolidated EBITDA” is defined in Section 10.4(e).

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“Consolidated Gross Assets” means the consolidated gross assets of the Group as shown on the most recent consolidated balance sheet of the Company delivered to the holders of Notes pursuant to Section 7.1(a) or (b), as applicable, or if no balance sheet has been so delivered subsequent to the Closing, then as shown on the most recent balance sheet listed on Schedule 5.5.

“Consolidated Interest Payable” is defined in Section 10.4(e).

“Consolidated Net Interest Payable” is defined in Section 10.4(e).

“Consolidated Total Borrowings” is defined in Section 10.4(e).

“Consolidated Total Net Borrowings” is defined in Section 10.4(e).

“Controlled Entity” means any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest for the Notes of any Series that is the greater of

(i) 1% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes of such Series or (ii) 1% above the rate of interest publicly announced by The Royal Bank of Scotland plc from time to time at its principal office in London, England as its “base” or “prime” rate for Dollars.

“Disclosure Documents” is defined in Section 5.3.

“Discounted Value” is defined in Section 8.8.

“Dollar” or “$” means the lawful money of the United States of America.

“Environmental Laws” means any and all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Event of Default” is defined in Section 11.

“FATCA” means

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(a) sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 or any associated regulations or other official guidance;

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.

“Finance Subsidiary Indebtedness” means any Financial Indebtedness of a Subsidiary (a “Finance Subsidiary”) (a) whose primary activities are issuance of debt obligations to Persons other than Affiliates (which debt obligations are non-recourse to the assets of such Finance Subsidiary except for the assets constituting loans of the net proceeds of such debt issuance to the Company, or, subject as provided below, other members of the Group), and the lending of the net proceeds of such debt issuance to the Company and, subject as provided below, other members of the Group and activities incidentally related thereto, and

(b) which has no significant assets other than promissory notes (or other instruments or evidence of such indebtedness) evidencing such loans to the Company, or (subject as provided below) to any other member of the Group; provided that where such Finance Subsidiary lends the net proceeds of such debt issuance to a member of the Group other than the Company, the Financial Indebtedness of such Finance Subsidiary which generated such net proceeds shall only be treated as Finance Subsidiary Indebtedness if and to the extent such member of the Group which borrows such net proceeds provides the holders with a guarantee of the Notes in form and substance satisfactory to the Required Holders and with opinions from counsel satisfactory to the Required Holders in all relevant jurisdictions, which opinions shall be in form and substance satisfactory to the Required Holders as to the due authorization, execution and delivery of such guarantee and the valid, binding and enforceable nature of such guarantee (and shall otherwise comply with the requirements of Section 9.8 in respect of such guarantee) and, in addition, either (i) such opinion shall state that the obligations of such member of the Group under such guarantee would rank pari passu with other senior debt of such member of the Group in an insolvency proceeding of such member of the Group or (ii) the holders of the Notes are made parties to, or beneficiaries under, an intercreditor agreement with such Finance Subsidiary lending to such member of the Group and the lender(s) to such Finance Subsidiary, which intercreditor agreement is in form and substance satisfactory to the Required Holders.

“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 dematerialized equivalent);

(c) any bond, note, debenture, loan stock or other similar instrument;

(d) any finance or capital lease as defined in accordance with the accounting principles applied in connection with the Original Financial Statements;

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(e) receivables sold or discounted (otherwise than on a non-recourse basis);

(f) the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

(g) any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and at any time the then marked to market value of the derivative transaction will be used to calculate its amount, such marked to market value being determined by reference to the documentation of that transaction or, if there is no such provision in the documentation, determined by the Company acting reasonably and on the basis of quotations from the relevant counterparty);

(h) any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing;

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

(j) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (i) above,

provided that the definition of Financial Indebtedness does not include any indebtedness owing from a member of the Group to another member of the Group.

“Fitch” means Fitch Ratings Limited or Fitch Ratings Inc. (as appropriate), or any successor to its ratings business.

“Forms” is defined in Section 13.

“Governmental Authority” means

(a) the government of

(i) the United States of America or the United Kingdom or any state or other political subdivision of either thereof, or

(ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

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“Group” means the Company and its Subsidiaries from time to time and “member of the Group” means any one of them.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“Higher Ratio” is defined in Section 10.4(b).

“Higher Ratio Period” is defined in Section 10.4(b).

“HMRC” means HM Revenue & Customs, the United Kingdom taxing authority.

“HMRC DT Treaty Passport Scheme” means the administrative scheme established by HMRC in 2010 to streamline the Treaty relief process for overseas companies which register as passport holders under the Scheme.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 14.1; provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 18.2 and 19 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“IFRS” means the international financial reporting standards issued by the International Accounting Standards Board from time to time as approved for use by the European Commission.

“INHAM Exemption” is defined in Section 6.3(e).

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“London Banking Day” is defined in Section 23.9.

“Make-Whole Amount” is defined in Section 8.8.

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Group taken as a whole.

“Material Acquisition Event” is defined in Section 10.4(d).

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as

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a whole, or (b) the ability of the Company to perform its respective obligations under this Agreement or the Notes or (c) the validity or enforceability of this Agreement or the Notes.

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

(a) whose gross assets (excluding intra Group items) then equal or exceed 15% of the gross assets of the Group; or

(b) whose earnings before interest and tax (excluding intra Group items) then equal or exceed 15% of the earnings before interest and tax of the Group.

For this purpose:

(i) the gross assets or earnings before interest and tax of a Subsidiary of the Company will be determined from its financial statements (consolidated if it has Subsidiaries) upon which the latest audited financial statements of the Group have been based;

(ii) if a Subsidiary of the Company becomes a member of the Group after the date on which the latest audited financial statements of the Group have been prepared, the gross assets or earnings before interest and tax of that Subsidiary will be determined from its latest financial statements;

(iii) the gross assets or earnings before interest and tax of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the gross assets or earnings before interest and tax of any company or business subsequently acquired or disposed of; and

(iv) if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Company, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Material Subsidiaries or not.

If there is a dispute as to whether or not a company is a Material Subsidiary, a certificate of the auditors of the Company will be, in the absence of manifest error, conclusive.

“Measurement Period” is defined in Section 10.4(e).

“Moody’s” means Moody’s Investors Service Limited or any successor to its ratings business.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.3(a).

“Non-U.K. Holder” means a holder of Notes which is not a U.K. Holder.

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“Non-U.S. Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by the Company or any Subsidiary primarily for the benefit of employees of the Company or one or more Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

“Noteholder Sanctions Event” means, with respect to any holder of a Note (an “Affected Noteholder”), such holder or any of its affiliates being in violation of or subject to sanctions

(a) under any U.S. Economic Sanctions Laws as a result of the Company or any Controlled Entity becoming a Blocked Person or, directly or indirectly, having any investment in or engaging in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Blocked Person or (b) under any similar laws, regulations or orders adopted by any State within the United States as a result of the name of the Company or any Controlled Entity appearing on a State Sanctions List.

“Notes” is defined in Section 1.

“OFAC” means Office of Foreign Assets Control, United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Optional Subsidiary Guarantee” is defined in Section 9.8(b).

“Optional Subsidiary Guarantor” is defined in Section 9.8(b).

“Original Financial Statements” means the audited consolidated financial statements of the Company for the year ended December 31, 2018.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permitted Jurisdiction” means any of the United States, Switzerland, Canada, Australia and any country that on April 30, 2004 was a member of the European Union (other than Greece, Italy, Portugal or Spain).

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Principal Credit Facility” means any bank agreement, instrument or facility or bond or note facility or note purchase agreement, and any renewal, refinancing, refunding or replacement thereof, or any two or more of any of the foregoing forming part of a common

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interrelated financing or other transaction (collectively, a “Facility Agreement”) providing for the incurrence of Financial Indebtedness by the Company in an aggregate principal amount equal to or in excess of $250,000,000 (or the equivalent thereof in any other currency), regardless of the principal amount outstanding thereunder from time to time, provided that such Facility Agreement shall immediately cease to be a Principal Credit Facility at such time as such aggregate principal amount permitted to be incurred thereunder shall be less than $250,000,000 (or the equivalent thereof in any other currency).

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“PTE” is defined in Section 6.3.

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 14.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 14.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“Purchaser Schedule” means the Schedule A to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

“QPAM Exemption” is defined in Section 6.3(d).

“QPP Certificate” means a creditor certificate for the purposes of the QPP Regulations, given by a Purchaser or an assignee or transferee who becomes a holder of Notes, in the form set out in Schedule A1 or otherwise as required at the applicable time by the QPP Regulations.

“QPP Holder” means a holder of Notes which has delivered a QPP Certificate to the Company, provided that such QPP Certificate has not been withdrawn by the holder or cancelled by HMRC.

“QPP Regulations” means the Qualifying Private Placement Regulations 2015 (2015 No. 2002) or any regulations amending or replacing the same.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Qualifying Noteholder” means any holder of Notes who is:

(a) beneficially entitled to income in respect of the relevant Notes and is a company which is a resident of the United Kingdom for United Kingdom tax purposes; or

(b) beneficially entitled to income in respect of the relevant Notes and is a company not resident in the United Kingdom for United Kingdom tax purposes but which carries on a trade in the United Kingdom through a permanent establishment and the whole or any share of such income falls to be

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brought into account in computing its chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009);

(c) any other entity satisfying one or more of the conditions in sections 935 or 936 of the Income Tax Act 2007, including the scheme administrator of a registered pension scheme for the purposes of section 936(2)(g) of the Income Tax Act 2007 (other than those described in (a) and (b) above); or

(d) a partnership each member of which is a person falling within (a) or (b) above or a person or body mentioned in section 936 of the Income Tax Act 2007,

and, in each case set out in (a) to (d), no direction has been given by an officer of HM Revenue & Customs pursuant to section 931 of the Income Tax Act 2007; or

(e) a QPP Holder.

“Reinvestment Yield” is defined in Section 8.8.

“Rejection Notice” is defined in Section 8.3.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Relevant Tax” is defined in Section 13.

“Remaining Average Life” is defined in Section 8.8.

“Remaining Scheduled Payments” is defined in Section 8.8.

“Required Holders” means, at any time, (i) prior to the Closing, the Purchasers and (ii) on or after the Closing, the holders of more than 50% in principal amount of the Notes (without regard to Series) at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“Sanctions Prepayment Date” is defined in Section 8.4(a).

“Sanctions Prepayment Offer” is defined in Section 8.4(a).

“Sanctions Prepayment Response Date” is defined in Section 8.4(a).

“Securities Act” means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Security Interest” means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest.

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“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Series” means any or all of the Series A Notes, the Series B Notes, the Series C Notes, the Series D Notes or the Series E Notes, as the context may require.

“Series A Notes” is defined in Section 1.

“Series B Notes” is defined in Section 1.

“Series C Notes” is defined in Section 1.

“Series D Notes” is defined in Section 1.

“Series E Notes” is defined in Section 1.

“Settlement Date” is defined in Section 8.8.

“Source” is defined in Section 6.3.

“Spike Election” is defined in Section 10.4(b).

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc., or any successor to its ratings business.

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Sterling” or “£” means the lawful money of the United Kingdom.

“Subsidiary” means (a) a subsidiary within the meaning of section 1159 of the Companies Act 2006; and (b) for the purposes of Section 10.4, unless the context otherwise requires, a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Subsidiary Guarantee” means an agreement substantially in the form of the subsidiary guarantee attached hereto as Exhibit 9.8.

“Subsidiary Guarantor” means any Additional Subsidiary Guarantor or Optional Subsidiary Guarantor which executes and delivers, or accedes to, a Subsidiary Guarantee pursuant to the terms hereof, which Subsidiary Guarantee remains outstanding in relation to such Subsidiary.

“Substitute Purchaser” is defined in Section 22.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Tax” and collectively “Taxes” means any tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, levy, impost, fee, charge or withholding.

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“Tax Prepayment Notice” is defined in Section 8.3.

“Taxing Jurisdiction” is defined in Section 13.

“Treaty” is defined in the definition of Treaty State.

“Treaty Holder” means a holder which is not a QPP Holder and:

(i) is treated as a resident of a Treaty State for purposes of the Treaty;

(ii) does not carry on a business in the United Kingdom through a permanent establishment with which that holder’s holding of the Notes is effectively connected; and

(iii) fulfils any conditions applicable to the holder which must be fulfilled to obtain full exemption from withholding tax on interest imposed by the United Kingdom under the terms of the Treaty (subject to procedural formalities).

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from withholding tax imposed by the United Kingdom on interest.

“U.K. Holder” means a holder of Notes which is (a) resident in the United Kingdom for United Kingdom tax purposes, (b) a company not so resident in the United Kingdom but which carries on a trade in the United Kingdom through a permanent establishment, (c) any other entity satisfying one or more of the conditions in section 935 or 936 of the Income Tax Act 2007, including the scheme administrator of a registered pension scheme for the purposes of section 936(2)(g) of the Income Tax Act 2007 (other than as described in (a) or (b) above), or (d) a partnership within section 937 Income Tax Act 2007 each partner in which is a company resident for tax purposes in the United Kingdom.

“UK Listing Authority” means the Financial Conduct Authority acting in its capacity as competent authority for the purposes of the Financial Services and Markets Act 2000 of the United Kingdom.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly- Owned Subsidiaries at such time.

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SCHEDULE 5.3

Disclosure

Smith & Nephew Second Quarter and First Half 2019 Results, including Unaudited Half Year Condensed Consolidated Interim Financial Statements for the period ending 29 June 2019

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SCHEDULE 5.4

Organization and Ownership of Shares of Subsidiaries

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Group Structure as at 19 November 2019

SCHEDULE 5.5

Financial Statements

Audited consolidated financial statements of the Company for the periods ending December 31, 2014, 2015, 2016, 2017 and 2018

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SCHEDULE 5.15

Existing Financial Indebtedness

Existing Financial Indebtedness as at 01 November 2019:

Country | Borrower | Lender | Facility | Ccy | Amt. (mln) | USD Equiv. (mln) | Secured (Y/N)
UK | Smith and Nephew plc | SMBC | Term Loan | EUR | 534.3 | 595.6 | N
UK | Smith and Nephew plc | Mizuho | Term Loan | EUR | 223.0 | 248.6 | N
UK | Smith and Nephew plc | Various | PP Notes | USD | 1,125.0 | 1,125.0 | N
USA | Smith and Nephew Inc | JP Morgan Chase | Overdraft | USD | 3.3 | 3.3 | N
Japan | Smith & Nephew KK | SMBC | Revolving Loan | JPY | 1,189.0 | 11.0 | N
Other 1 | Various | Various | Overdraft |  |  | 5.9 |
Total |  |  |  |  |  | 1,989.4 |

Note: 1 ‘Other’ is represented by overdraft balances across various business units which individually are not more than USD 2.0m

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EXHIBIT 1(a)

[FORM OF SERIES A NOTE]

SMITH & NEPHEW PLC

2.83% SERIES A SENIOR NOTES DUE JUNE 17, 2027

No. RA-[ ] | [Date]
$[ ] | PPN G8228* AM4

FOR VALUE RECEIVED, the undersigned, SMITH & NEPHEW PLC (herein called the “Company”), a company organized and existing under the laws of England and Wales, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS ($ ) (or so much thereof as shall not have been prepaid) on June 17, 2027 with interest (computed on the basis of a 360-day year of twelve 30-day months)

(a) on the unpaid balance thereof at the rate of 2.83% per annum from the date hereof, payable semiannually, on June 17 and December 17 in each year, commencing with the June 17 or December 17 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of

(i) 3.83% or (ii) 1% over the rate of interest publicly announced by Citibank, N.A. from time to time at its principal office in New York City as its “base” or “prime” rate for Dollars. The interest rate set forth herein shall be increased, as applicable, by such amount as contemplated by Section 10.4 of the Note Purchase Agreement (as defined below).

Payments of principal of, interest on and any Make-Whole Amount or with respect to this Note are to be made in lawful money of the United States of America in New York City at JPMorgan Chase, New York Branch from time to time or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement, dated December 18, 2019 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6 of the Note Purchase Agreement (other than the third sentence of Section 6.1). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer,

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the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

| SMITH & NEPHEW PLC
| By: |  |
|  | Name:
|  | Title:

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EXHIBIT 1(b)

[FORM OF SERIES B NOTE]

SMITH & NEPHEW PLC

2.90% SERIES B SENIOR NOTES DUE JUNE 17, 2028

No. RB-[ ] | [Date]
$[ ] | PPN G8228* AN2

FOR VALUE RECEIVED, the undersigned, SMITH & NEPHEW PLC (herein called the “Company”), a company organized and existing under the laws of England and Wales, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS ($ ) (or so much thereof as shall not have been prepaid) on June 17, 2028 with interest (computed on the basis of a 360-day year of twelve 30-day months)

(a) on the unpaid balance thereof at the rate of 2.90% per annum from the date hereof, payable semiannually, on June 17 and December 17 in each year, commencing with the June 17 or December 17 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of

(i) 3.90% or (ii) 1% over the rate of interest publicly announced by Citibank, N.A. from time to time at its principal office in New York City as its “base” or “prime” rate for Dollars. The interest rate set forth herein shall be increased, as applicable, by such amount as contemplated by Section 10.4 of the Note Purchase Agreement (as defined below).

Payments of principal of, interest on and any Make-Whole Amount or with respect to this Note are to be made in lawful money of the United States of America in New York City at JPMorgan Chase, New York Branch from time to time or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement, dated December 18, 2019 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6 of the Note Purchase Agreement (other than the third sentence of Section 6.1). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer,

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the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

| SMITH & NEPHEW PLC
| By: |  |
|  | Name:
|  | Title:

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EXHIBIT 1(c)

[FORM OF SERIES C NOTE]

SMITH & NEPHEW PLC

2.97% SERIES C SENIOR NOTES DUE JUNE 17, 2029

No. RC-[ ] | [Date]
$[ ] | PPN G8228* AP7

FOR VALUE RECEIVED, the undersigned, SMITH & NEPHEW PLC (herein called the “Company”), a company organized and existing under the laws of England and Wales, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS ($ ) (or so much thereof as shall not have been prepaid) on June 17, 2029 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 2.97% per annum from the date hereof, payable semiannually, on June 17 and December 17 in each year, commencing with the June 17 or December 17 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 3.97% or (ii) 1% over the rate of interest publicly announced by Citibank, N.A. from time to time at its principal office in New York City as its “base” or “prime” rate for Dollars. The interest rate set forth herein shall be increased, as applicable, by such amount as contemplated by Section 10.4 of the Note Purchase Agreement (as defined below).

Payments of principal of, interest on and any Make-Whole Amount or with respect to this Note are to be made in lawful money of the United States of America in New York City at JPMorgan Chase, New York Branch from time to time or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement, dated December 18, 2019 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6 of the Note Purchase Agreement (other than the third sentence of Section 6.1). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer,

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the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

| SMITH & NEPHEW PLC
| By: |  |
|  | Name:
|  | Title:

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EXHIBIT 1(d)

[FORM OF SERIES D NOTE]

SMITH & NEPHEW PLC

2.99% SERIES D SENIOR NOTES DUE JUNE 17, 2030

No. RD-[ ] | [Date]
$[ ] | PPN G8228* AQ5

FOR VALUE RECEIVED, the undersigned, SMITH & NEPHEW PLC (herein called the “Company”), a company organized and existing under the laws of England and Wales, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS ($ ) (or so much thereof as shall not have been prepaid) on June 17, 2030 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 2.99% per annum from the date hereof, payable semiannually, on June 17 and December 17 in each year, commencing with the June 17 or December 17 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 3.99% or (ii) 1% over the rate of interest publicly announced by Citibank, N.A. from time to time at its principal office in New York City as its “base” or “prime” rate for Dollars. The interest rate set forth herein shall be increased, as applicable, by such amount as contemplated by Section 10.4 of the Note Purchase Agreement (as defined below).

Payments of principal of, interest on and any Make-Whole Amount or with respect to this Note are to be made in lawful money of the United States of America in New York City at JPMorgan Chase, New York Branch from time to time or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement, dated December 18, 2019 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6 of the Note Purchase Agreement (other than the third sentence of Section 6.1). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer,

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the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

| SMITH & NEPHEW PLC
| By: |  |
|  | Name:
|  | Title:

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EXHIBIT 1(e)

[FORM OF SERIES E NOTE]

SMITH & NEPHEW PLC

3.09% SERIES E SENIOR NOTES DUE JUNE 17, 2032

No. RE-[ ] | [Date]
$[ ] | PPN G8228* AR3

FOR VALUE RECEIVED, the undersigned, SMITH & NEPHEW PLC (herein called the “Company”), a company organized and existing under the laws of England and Wales, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS ($ ) (or so much thereof as shall not have been prepaid) on June 17, 2032 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 3.09% per annum from the date hereof, payable semiannually, on June 17 and December 17 in each year, commencing with the June 17 or December 17 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 4.09% or (ii) 1% over the rate of interest publicly announced by Citibank, N.A. from time to time at its principal office in New York City as its “base” or “prime” rate for Dollars. The interest rate set forth herein shall be increased, as applicable, by such amount as contemplated by Section 10.4 of the Note Purchase Agreement (as defined below).

Payments of principal of, interest on and any Make-Whole Amount or with respect to this Note are to be made in lawful money of the United States of America in New York City at JPMorgan Chase, New York Branch from time to time or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement, dated December 18, 2019 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6 of the Note Purchase Agreement (other than the third sentence of Section 6.1). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer,

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the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

| SMITH & NEPHEW PLC
| By: |  |
|  | Name:
|  | Title:

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EXHIBIT 4.4(a)(i)

FORM OF OPINION OF SPECIAL COUNSEL

TO THE COMPANY (U.S.)

Subject to customary qualifications and assumptions:

1. The Notes and the Note Purchase Agreement are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

2. The execution and delivery by the Company of the Note Purchase Agreement and the Notes and the issuance by the Company of the Notes and the consummation and performance by the Company of the transactions contemplated do not violate any United States Federal or New York law, rule or regulation having the force of law and applicable to the Company.

3. Neither the execution and delivery by the Company of the Notes or the Note Purchase Agreement or the issuance by the Company of the Notes nor the consummation and performance by the Company of any of the transactions contemplated thereby, requires the authorization, license, consent or approval of, the giving of notice to or the registration or filing with, or the taking of any other action in respect thereof by, any United States Federal or New York State governmental or regulatory authority or agency.

4. It is not necessary in connection with the offering, issuance, execution, sale and delivery, as applicable, of the Notes under the circumstances contemplated by the Note Purchase Agreement to register the Notes under the Securities Act of 1933, as amended, or to qualify an indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended.

5. None of the issuance of the Notes, the extension of credit represented by the Notes or the intended use of the proceeds of the Notes by the Company (as set forth in Section

5.14 of the Note Purchase Agreement) will violate or result in a violation of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

6. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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EXHIBIT 4.4(a)(ii)

FORM OF OPINION OF SPECIAL COUNSEL

TO THE COMPANY (ENGLAND AND WALES)

Subject to customary qualifications and assumptions:

1. The Company is a company incorporated with limited liability under the laws of England and Wales with the corporate power to enter into and perform its obligations under the Note Purchase Agreement and the Notes (the “Documents”).

2. All corporate action required to authorise the Company’s entry into and performance of its obligations under the Documents has been duly taken and the Documents have been duly executed and delivered by the Company.

3. The entry into the Documents and the performance of the transactions contemplated thereby do not and will not violate any present law or regulation of or in England and Wales or the Memorandum and Articles of Association of the Company.

4. There is no requirement under English law for the consent or authorisation of, or the filing, recording, registration or enrolment of any documents with, any court or other authority in England and Wales, to be obtained or made in order to ensure the legality, validity, enforceability or admissibility in evidence of the Documents.

5. No stamp duty or similar tax is payable in the United Kingdom in respect of the execution or delivery of the Documents.

6. The choice of the law of the State of New York to govern the Documents would be upheld by the English courts provided that the choice of law is bona fide and there are no reasons for avoiding the choice of law on the grounds of public policy.

7. (a) It is not necessary under the laws of England:

(i) in order to enable any Purchaser to enforce its rights under any Document; or

(ii) by reason of the execution of any Document or the performance by it of its obligations under any Document,

that any Purchaser should be licensed, qualified or otherwise entitled to carry on business in England; and

(b) no Purchaser is or will be deemed to be resident, domiciled or carrying on business or subject to taxation in England or Wales by reason only of the execution, performance and/or enforcement of any Document.

8. The Company will not be required to, on account of any tax, withhold or deduct any amount from any payment of interest or principal due to any Purchasers under the Documents.

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9. The Company has the power to submit, and has taken all necessary corporate action to submit, to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, and to appoint CT Corporation as its authorised agent for the purposes and to the extent described in Section 23.8(c) of the Note Purchase Agreement.

10. A judgment for money obtained against the Company in the Federal courts of the United States of America or in the courts of the State of New York is enforceable in England.

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EXHIBIT 9.8

FORM OF SUBSIDIARY GUARANTEE

GUARANTEE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Guarantee Agreement” or this “Agreement”), dated [ ], entered into by [ ] (together with its successors and assigns, each a “Guarantor”), a [ ] company incorporated or organized and registered under the laws of [ ], in favor of each of the Noteholders (defined herein).

PRELIMINARY STATEMENTS:

A. SMITH & NEPHEW PLC (together, with its successors and assigns, the “Company”), a company incorporated under the laws of England and Wales, has authorized the issuance of $140,000,000 aggregate principal amount of its 2.83% Series A Senior Notes due June 17, 2027, $60,000,000 aggregate principal amount of its 2.90% Series B Senior Notes due June 17, 2028, $100,000,000 aggregate principal amount of its 2.97% Series C Senior Notes due June 17, 2029, $95,000,000 aggregate principal amount of its 2.99% Series D Senior Notes due June 17, 2030, and $155,000,000 aggregate principal amount of its 3.09% Series E Senior Notes due June 17, 2032 (together, the “Notes”), pursuant to that certain Note Purchase Agreement (as amended from time to time, the “Note Purchase Agreement”), dated December 18, 2019, entered into by and between the Company and the purchasers named on Schedule A to such Note Purchase Agreement (the “Purchasers”).

B. In order to induce the Purchasers to purchase the Notes, the Company has agreed that certain Subsidiaries are required to, or may be asked to, guarantee unconditionally all of the obligations of the Company under and in respect of the Notes and the Note Purchase Agreement pursuant to the terms and provisions hereof. Accordingly, this Guarantee Agreement is issued in consideration of the purchase of the Notes by the Purchasers

C. Pursuant to the terms of the Note Purchase Agreement, the Guarantor is required to, or is being asked to, execute this Guarantee Agreement.

D. All acts and proceedings required by law and by the memorandum or articles of association, bylaws or other governing and charter documents of the Guarantor necessary to constitute this Guarantee Agreement a valid and binding agreement for the uses and purposes set forth herein in accordance with its terms, have been done and taken, and the execution and delivery hereof have been in all respects duly authorized.

E. The Guarantor and the Company are operated as part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources. The Guarantor will receive a direct economic and financial benefit from the indebtedness incurred under the Note Purchase Agreement and the Notes by the Company, and under this Guarantee Agreement by the Guarantor, and the incurrence of such indebtedness is or was in the best interests of the Guarantor.

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F. The Company provides certain financial accommodations to the Guarantor as needed from time to time and is responsible for supplying the recurring working capital needs and other financial support of the Guarantor on an ongoing basis.

G. By agreeing to enter into this Guarantee Agreement, the Guarantor will gain substantial financial and other benefits, both direct and indirect.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor does hereby covenant and agree, for the benefit of all present and future Noteholders, as follows:

AGREEMENT:

1. GUARANTEE AND OTHER RIGHTS AND UNDERTAKINGS

1.1 Guaranteed Obligations

The Guarantor hereby irrevocably, unconditionally and absolutely guarantees to each Noteholder, as principal obligor and as and for the Guarantor’s own debt, until final and indefeasible payment has been made:

(a) the due and punctual payment of the principal of and interest (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and Make-Whole Amount on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to any Noteholder under the Note Purchase Agreement and the Notes (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions thereof; it being the intent of the Guarantor that the guarantee set forth in this Section 1 shall be a guarantee of payment and not a guarantee of collection; and

(b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes.

1.2 Payments and Performance

In the event that the Company fails to make, on or before the due date thereof, any payment to be made of any principal amount of, or interest or Make-Whole Amount on, or in respect of, the Notes or of any other amounts due to any Noteholder under the Note Purchase Agreement or the Notes, or if the Company shall fail to perform, keep, observe, or fulfill any other obligation referred to in clause (a) or clause (b) of Section 1.1 in the manner provided in the Note Purchase Agreement or the Notes after in each case giving effect to any applicable grace periods or cure provisions or waivers or amendments, the Guarantor shall cause forthwith to be paid the moneys, or to be performed, kept, observed or fulfilled each of such obligations, in respect of which such failure has occurred in accordance with the terms and provisions of the Note Purchase Agreement and the Notes. In furtherance of the

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foregoing, if an Event of Default pursuant to Section 11(g), (h) or (i) of the Note Purchase Agreement shall exist, all of the Guaranteed Obligations shall, in the manner and subject to the limitations provided in the Note Purchase Agreement for the acceleration of the Notes (including, without limitation, the provisions related to actions required by a requisite percentage of Noteholders) forthwith become due and payable without notice to the Guarantor, regardless of whether the acceleration of the Notes shall be stayed, enjoined, delayed or otherwise prevented.

Nothing shall discharge or satisfy the obligations of the Guarantor hereunder (so long as this Guarantee Agreement shall remain in full force and effect as contemplated by the Note Purchase Agreement) except the full and final performance and indefeasible payment of the Guaranteed Obligations; it being understood, however, that this Guarantee Agreement may be terminated by the Company in accordance with Sections 9.8(d) or (e) of the Note Purchase Agreement, in which case this Guarantee Agreement shall no longer be of any force or effect and the Guarantor shall no longer have any obligations or liabilities in respect of the Guaranteed Obligations.

Any settlement or discharge between the Guarantor and the Noteholders or any of them shall be conditional upon no payment to the Noteholders or any of them by the Company or any other person on the Company’s behalf being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application for the time being in force and, in the event of any such payment being so avoided or reduced, the Noteholders shall be entitled to recover the amount by which such payment is so avoided or reduced from the Guarantor subsequently as if such settlement or discharge had not occurred.

1.3 Waivers

To the fullest extent permitted by law, the Guarantor does hereby waive:

(a) notice of acceptance of this Guarantee Agreement;

(b) notice of any purchase or acceptance of the Notes under the Note Purchase Agreement, or the creation, existence or acquisition of any of the Guaranteed Obligations, subject to the Guarantor’s right to make inquiry of each Noteholder to ascertain the amount of the Guaranteed Obligations at any reasonable time;

(c) notice of the amount of the Guaranteed Obligations, subject to the Guarantor’s right to make inquiry of each Noteholder to ascertain the amount of the Guaranteed Obligations at any reasonable time;

(d) notice of adverse change in the financial condition of the Company or any other guarantor or any other fact that might increase the Guarantor’s risk hereunder;

(e) notice of presentment for payment, demand, protest, and notice thereof as to the Notes or any other instrument;

(f) notice of any Default or Event of Default;

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(g) all other notices and demands to which the Guarantor might otherwise be entitled (except if such notice or demand is specifically otherwise required to be given to the Guarantor under this Guarantee Agreement);

(h) the right by statute or otherwise to require any or each Noteholder to institute suit against the Company, the Guarantor or any other guarantor or to exhaust the rights and remedies of any or each Noteholder against the Company, the Guarantor or any other guarantor, the Guarantor being bound to the payment of each and all Guaranteed Obligations, whether now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to each Noteholder by the Guarantor;

(i) any defense arising by reason of any disability or other similar defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the Company or by reason of the cessation from any cause whatsoever of the liability of the Company in respect thereof;

(j) any stay (except in connection with a pending appeal), valuation, appraisal, redemption or extension law now or at any time hereafter in force that, but for this waiver, might be applicable to any sale of property of the Guarantor made under any judgment, order or decree based on this Guarantee Agreement, and the Guarantor covenants that it will not at any time insist upon or plead, or in any manner claim or take the benefit or advantage of any such law; and

(k) at all times prior to the full and final performance and indefeasible payment of the Guaranteed Obligations, any claim of any nature arising out of any right of indemnity, contribution, reimbursement, indemnification or any similar right or any claim of subrogation (whether such right or claim arises under contract or by operation of law) arising in respect of any payment made under this Guarantee Agreement or in connection with this Guarantee Agreement, against the Company or any other guarantor or the estate of the Company or any other guarantor (including Security Interest on the property of the Company or any other guarantor or the estate of the Company or any other guarantor), in each case whether or not the Company or any such other guarantor at any time shall be the subject of any proceeding brought under any Bankruptcy Law, and the Guarantor further agrees that it will not file any claims against the Company or any other guarantor or the estate of the Company or any other guarantor in the course of any such proceeding or otherwise, and further agrees that each Noteholder may specifically enforce the provisions of this clause (k).

1.4 Releases

The Guarantor hereby consents and agrees that, without notice to or by the Guarantor and without affecting or impairing the obligations of the Guarantor under this Guarantee Agreement, each Noteholder, by action or inaction, may:

(a) compromise or settle, renew or extend the period of duration or the time for the payment, or discharge the performance of, or may refuse to, or otherwise not, enforce, or may, by action or inaction, release all or any one or more parties to, any one or more of the Notes or the Note Purchase Agreement;

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(b) assign, sell or transfer, or otherwise dispose of, any one or more of the Notes;

(c) grant waivers, extensions, consents and other indulgences to the Company or any other guarantor in respect of any one or more of the Notes, the Note Purchase Agreement or any guarantee delivered in connection with either thereof;

(d) agree to amend, modify or supplement in any manner and at any time (or from time to time) any one or more of the Notes, the Note Purchase Agreement or any guarantee delivered in connection with either thereof;

(e) release or substitute any one or more of the endorsers or guarantors of the Guaranteed Obligations whether parties hereto or not;

(f) sell, exchange, release or surrender any property at any time pledged or granted as security in respect of the Guaranted Obligations, whether so pledged or granted by the Company, the Guarantor or another guarantor of the obligations of the Company under the Note Purchase Agreement and the Notes; and

(g) exchange, enforce, waive, or release, by action or inactions, any security for the Guaranteed Obligations or any other guarantee of any of the Notes.

1.5 Immediate Liability

The Guarantor agrees that the liability of the Guarantor in respect of this Section 1 shall be immediate and shall not be contingent upon the exercise or enforcement by any Noteholder or any other Person of whatever remedies such Noteholder or other Person may have against the Company or any other guarantor or the enforcement of any security or realization upon any security such Person may at any time possess.

1.6 No Setoff, Counterclaim; Severability

(a) Except as otherwise required by law, each payment by the Guarantor shall be made without setoff or counterclaim.

(b) Each of the rights and remedies granted under this Section 1 to each Noteholder in respect of the Notes held by such Noteholder may be exercised by such Noteholder without notice to, or the consent of or any other action by, any other Noteholder.

1.7 Other Enforcement Rights

Each Noteholder may proceed to protect and enforce this Guarantee Agreement by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement contained herein or in execution or aid of any power herein granted, or for the recovery of judgment for the obligations hereby guaranteed or for the enforcement of any other property, legal or equitable remedy available under applicable law.

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1.8 Delay or Omission; No Waiver

No course of dealing on the part of any Noteholder or any other Person and no delay or failure on the part of any Noteholder to exercise any right under this Guarantee Agreement shall impair such right or operate as a waiver of such right or otherwise prejudice any Noteholder’s rights, powers and remedies hereunder or under the Note Purchase Agreement or the Notes. Every right and remedy given by this Guarantee Agreement or by law to any Noteholder or any other Person may be exercised from time to time as often as may be deemed expedient by such Person.

1.9 Cumulative Remedies

No remedy under this Guarantee Agreement, the Note Purchase Agreement or the Notes is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and in addition to any and every other remedy given under this Guarantee Agreement, the Note Purchase Agreement and the Notes.

1.10 Survival

The obligations of the Guarantor herein contained shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever and shall not be considered satisfied by any intermediate payment or satisfaction of all or any of the Company’s obligations under or in respect of any Note or the Note Purchase Agreement and shall continue in full force and effect until all sums due from the Company in respect of the Notes and the Note Purchase Agreement have been indefeasibly paid, and all other actual or contingent obligations of the Company thereunder or in respect thereof have been satisfied, in full. So long as the Guaranteed Obligations shall not have been fully and finally performed and indefeasibly paid, the obligations of the Guarantor under this Section 1 shall survive the transfer and payment of any Note and the payment in full of all the Notes.

1.11 Maintenance of Office

The Guarantor will maintain an office at the address of the Guarantor as provided in Section 3.3 hereof, where notices, presentations and demands in respect hereof or the Guaranteed Obligations may be made upon the Guarantor. Such office will be maintained at such address until such time as the Guarantor shall notify each Noteholder in writing of any change of location of such office.

1.12 Representations and Warranties

The Guarantor represents and warrants as follows:

(a) Organization; Power and Authority. The Guarantor is a company duly organized and validly existing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Guarantor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it

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transacts and proposes to transact, to execute and deliver this Guarantee Agreement and to perform the provisions hereof;

(b) Authorization, etc. This Guarantee Agreement has been duly authorized by all necessary corporate action on the part of the Guarantor, and this Guarantee Agreement constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(c) Governmental Authorizations, etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Guarantor of this Guarantee Agreement;

(d) Filings; Registration. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body in the United States or the jurisdiction of organization of the Guarantor is required for the due execution, delivery and performance by the Guarantor of this Agreement or any other document or instrument to be delivered in connection herewith; and

(e) Compliance with Laws, Other Instruments, etc. The execution, delivery and performance by the Guarantor of this Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Security or other security in respect of any property of the Guarantor under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, memorandum and articles of association, corporate charter or by-laws, or any other Material agreement or instrument to which the Guarantor is bound or by which the Guarantor or any of its properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor.

(f) Ranking. The Guarantor’s payment obligations under this Guarantee Agreement will, upon the execution and delivery thereof, rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Financial Indebtedness of such Guarantor, other than Financial Indebtedness which is mandatorily preferred by law.

(g) Solvency. After giving effect to the execution and delivery of this Guarantee Agreement and the transactions contemplated hereby, the Guarantor will not be unable to pay its debts (within the meaning of Section 123(1)(e) of the UK Insolvency Act 1986).

1.13 Pari Passu Ranking

The Guarantor will ensure that its payment obligations under this Guarantee Agreement will at all times rank at least pari passu, without preference or priority, with all

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other present or future unsecured and unsubordinated Financial Indebtedness of the Guarantor, other than Financial Indebtedness which is mandatorily preferred by law.

1.14 Tax Gross-Up

All payments whatsoever under this Guarantee Agreement will be made by the Guarantor in Dollars free and clear of, and without liability or withholding or deduction for or on account of, any present or future Taxes of whatever nature (hereinafter called “Relevant Tax”, which term shall, in any event, exclude any of the foregoing withheld or deducted under the law of (i) the jurisdiction in which the relevant holder of Notes is incorporated or, if different, the jurisdiction (or jurisdictions) in which the relevant holder of Notes is treated as resident for tax purposes or (ii) the jurisdiction to which any income arising on the Notes is attributable, in either case where the relevant Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the relevant holder of Notes) imposed or levied by the jurisdiction of incorporation of the Guarantor (or any political subdivision or relevant taxing authority thereof or therein), or by the government of any other country or jurisdiction (or any authority therein or thereof) (A) in which the Guarantor is organized, managed or controlled or otherwise resident for tax purposes from time to time, (B) where a branch or office through which the Guarantor is acting for purposes of this Guarantee Agreement is located, or (C) from or through which payments to be made by the Guarantor in respect of the Notes under this Guarantee Agreement are actually made (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Relevant Tax is compelled by law.

If any deduction or withholding for any Relevant Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Guarantor under this Guarantee Agreement, the Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to the relevant holder of Notes such additional amounts as may be necessary in order that the net amounts paid to such holder of Notes pursuant to the terms of this Guarantee Agreement after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Relevant Tax on or with respect to such additional amount), shall be not less than the amounts that would have been due and payable to such holder of Notes under the terms of this Guarantee Agreement had no such withholding, deduction or payment of Tax been due, provided further that no payment of any additional amounts shall be required to be made for or on account of:

(a) (i) in the case of a payment to a Non-U.K. Holder, any Relevant Tax that would not have been imposed but for the existence of any present or former connection between the relevant Non-U.K. Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Non-

U.K. Holder, if such Non-U.K. Holder is an estate, trust, partnership or corporation or any Person other than the Non-U.K. Holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Relevant Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including, without limitation, such Non-U.K. Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Relevant Tax that would not have been

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imposed but for the Guarantor after the date of this Guarantee Agreement, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Guarantee Agreement are made to, the Taxing Jurisdiction imposing the Relevant Tax; and (ii) where the relevant Tax Jurisdiction is not the United Kingdom, in the case of a payment to a UK Holder, where any Relevant Tax that would not have been imposed but for the existence of any present or former connection between the relevant U.K. Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such U.K. Holder, if such U.K. Holder is an estate, trust, partnership or corporation or any Person other than the

U.K. Holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Relevant Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including, without limitation, such U.K. Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Relevant Tax that would not have been imposed but for the Guarantor after the date of this Guarantee Agreement, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Guarantee Agreement are made to, the Taxing Jurisdiction imposing the Relevant Tax;

(b) any Relevant Tax that would not have been imposed but for the delay or failure by the relevant holder, which does not include a UK Holder or a QPP Holder (in a situation where the QPP Regulations are applicable) where the Taxing Jurisdiction is the United Kingdom, (following a written request by the Company or the Guarantor, as applicable) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person, and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (b) upon (i) the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Company or the Guarantor, as applicable, no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof) or (ii) if the Taxing Jurisdiction is the United Kingdom, compliance by such holder with the requirements of the HMRC DT Treaty Passport Scheme applicable to it in connection with its election to apply the HMRC DT Treaty Passport Scheme to the Note Purchase Agreement; or

(c) in the case of a payment to a Non-U.K. Holder that has designated itself a QPP in a situation where the QPP Regulations are applicable,

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any Relevant Tax if, on the date on which the relevant payment falls due, the payment could have been made to such relevant holder of Notes without any deduction or withholding for or on account of Tax but on that date such holder is not or has ceased to be a QPP Holder either as a consequence of a withdrawn or cancelled QPP Certificate or for any reason), other than as a result of any Change in Tax Law after the date of the Note Purchase Agreement;

(d) for any Tax imposed by FATCA; or

(e) any combination of clauses (a), (b), (c) and (d) above;

and provided further that in no event shall the Guarantor be obligated to pay any additional amounts to any holder (i) not resident in the United States of America or any other jurisdiction in which an original Purchaser was resident for tax purposes on the date of the relevant Closing in excess of the amounts that the Guarantor would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) holding Notes registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law by the relevant taxing authority) securities held in the name of a nominee do not qualify for an exemption from the Relevant Tax.

By acceptance of any Note, any relevant holder (which does not include a UK Holder or a QPP Holder (in a situation where the QPP Regulations are applicable) where the Taxing Jurisdiction is the United Kingdom) agrees, subject to the limitations of clause (b) above, that it will from time to time with reasonable promptness either (i) if the Taxing Jurisdiction is the United Kingdom, comply with Section 13.2 of the Note Purchase Agreement and the requirements of the HMRC DT Treaty Passport Scheme applicable to it in connection with its election to apply the HMRC DT Treaty Passport Scheme to the Notes or (ii) (x) duly complete and deliver to or as reasonably directed by the Company or the Guarantor, as applicable, all such forms, certificates, documents and returns provided to such holder by the Company or the Guarantor, as applicable (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Relevant Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States or any other jurisdiction of residence of the holder (as applicable) and such Taxing Jurisdiction and (y) provide the Company or the Guarantor, as applicable, with such information with respect to such holder as the Company or the Guarantor, as applicable, may reasonably request in order to complete any such Forms, provided that nothing in this Section 1.14 shall require any holder to provide information with respect to any such Form or otherwise if in the reasonable opinion of such holder such Form or disclosure of information would involve the disclosure of Tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Company or the Guarantor, as applicable, or mailed to the appropriate taxing authority (which in the case of a United Kingdom HM Revenue & Customs Form US-Company 2002 or any similar Form shall be deemed to occur when such Form is submitted to the United States Internal Revenue Service in accordance with instructions contained in such Form), whichever is applicable, within 60 days following a written request of the Company or the

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Guarantor, as applicable (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date.

The Company or the Guarantor will furnish each Purchaser (other than a Purchaser which has provided its HMRC DT Treaty Passport Scheme reference number and its jurisdiction of tax residence to the Company as contemplated by Section 13.2 of the Note Purchase Agreement to the extent the Taxing Jurisdiction is the United Kingdom) who is not resident in the Taxing Jurisdiction with copies of the appropriate Form currently required to be filed in the Taxing Jurisdiction pursuant to clause (b) of the second paragraph of this Section 1.14, if any, and in connection with the transfer of any Note the Company or the Guarantor will furnish the transferee of such Note (other than a transferee which has provided its HMRC DT Treaty Passport Scheme reference number and its jurisdiction of tax residence as contemplated by Section 13.2 of the Note Purchase Agreement to the extent the Taxing Jurisdiction is the United Kingdom) with copies of any Form and English translation then required.

If any payment is made by the Guarantor to or for the account of a holder of Notes after deduction or withholding for or on account of any Relevant Tax, and additional payments are made by the Guarantor to the holder pursuant to this Section 1.14, then, if such holder of Notes at its sole discretion determines that it has received or been granted a credit of such Relevant Tax, such holder of Notes shall, to the extent that it can do so without prejudice to the retention of the amount of such credit, reimburse to the Guarantor such amount as such holder of Notes shall, in its sole discretion, determine to be attributable to the relevant Relevant Tax or deduction or withholding which such holder of Notes determines will leave it (after that payment) in the same after-Tax position as it would have been in had the increased payment not been required to be made by the Guarantor. In this Section 1.14, a reference to “determines” means a determination made in the absolute discretion of the person making the determination. Nothing herein contained shall interfere with the right of a holder of Notes to arrange its Tax affairs in whatever manner it thinks fit and, in particular, no holder of Notes shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Relevant Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any holder of Notes to disclose any information relating to its Tax affairs or any computations in respect thereof.

If the Guarantor is required to make any deduction or withholding for or on account of Tax, it shall make the relevant deduction or withholding and any payment required in connection with that deduction or withholding within the time allowed and in the minimum amount required by law.

The Guarantor will furnish any relevant holders of Notes, promptly and in any event within 60 days after the date of any payment by the Guarantor of any Relevant Tax in respect of any amounts paid under this Guarantee Agreement, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of the Guarantor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of Notes.

If the Guarantor is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding

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of any Relevant Tax in respect of which the Guarantor would be required to pay any additional amount under this Section 1.14, but for any reason (other than the failure by a holder of any Note to furnish any documentation or assistance which would cause the additional amount not to be payable) does not make such deduction or withholding with the result that a liability in respect of such Relevant Tax is assessed directly against a holder of Notes, and such holder of Notes pays such liability, then the Guarantor will promptly reimburse such holder of Notes for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Guarantor) upon demand by such holder of Notes accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction.

If the Guarantor makes payment to or for the account of any holder of Notes and such holder is entitled to a refund of the Relevant Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder of Notes shall, as soon as practicable after receiving a written request from the Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Guarantor subject, however, to the same limitations with respect to Forms as are set forth above.

The obligations of the Guarantor under this Section 1.14 shall survive the payment or transfer of any Note and the provisions of this Section 1.14 shall also apply to successive transferees of the Notes.

[1.15] [Other Limitations wording]10

2. INTERPRETATION OF THIS AGREEMENT

2.1 Terms Defined

As used in this Guarantee Agreement, the terms set forth below have the respective meanings specified below or set forth in the Section of this Guarantee Agreement referred to immediately following such term (such definitions, unless otherwise expressly provided, to be equally applicable to both the singular and plural forms of the terms defined); capitalized terms used herein and not defined herein have the respective meanings assigned to them by or pursuant to the Note Purchase Agreement.

Agreement - has the meaning assigned to such term in the introductory paragraph hereof.

Bankruptcy Law - means any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, whether now or hereafter in effect.

Company - has the meaning assigned to such term in Preliminary Statement A.

Forms – has the meaning assigned to such term in Section 1.14.

10 Insert any limitations wording required by local law of jurisdiction of the Guarantor

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Guarantee Agreement - has the meaning assigned to such term in the introductory paragraph hereof.

Guaranteed Obligations - has the meaning assigned to such term in Section 1.1.

Guarantor - has the meaning assigned to such term in the introductory paragraph hereof.

London Banking Day – has the meaning assigned to such term in Section 3.10.

Note Purchase Agreement – has the meaning assigned to such term in the introductory paragraph hereof.

Noteholder - means, at any time, each Person that is the registered holder of any Note at such time.

Notes - has the meaning assigned to such term in Preliminary Statement A.

Purchasers - has the meaning assigned to such term in Preliminary Statement A.

Relevant Tax – has the meaning assigned to such term in Section 1.14.

Taxing Jurisdiction – has the meaning assigned to such term in Section 1.14.

2.2 Directly or Indirectly

Where any provision herein refers to action to be taken by any Person, or that such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, including, without limitation, actions taken by or on behalf of any partnership in which such Person is a general partner.

2.3 Section Headings and Construction

(a) Section Headings, etc. The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words “herein”, “hereof”, “hereunder” and “hereto” refer to this Guarantee Agreement as a whole and not to any particular Section or other subdivision.

(b) Construction. Each covenant contained herein shall be construed (absent an express contrary provision herein) as being independent of each other covenant contained herein, and compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with one or more other covenants.

3. MISCELLANEOUS

3.1 Successors and Assigns

Whenever the Guarantor or any of the parties to the Note Purchase Agreement, the Notes, this Agreement or any other documents delivered in connection with any thereof is referred to, such reference shall be deemed to include the successors and

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assigns of such party, and all the covenants, promises and agreements contained in this Guarantee Agreement by or on behalf of the Guarantor shall bind its permitted successors and assigns of the Guarantor and shall inure to the benefit of each of the Noteholders from time to time whether so expressed or not and whether or not an assignment of the rights hereunder shall have been delivered in connection with any assignment or other transfer of Notes.

3.2 Partial Invalidity

The unenforceability or invalidity of any provision or provisions hereof shall not render any other provision or provisions contained herein unenforceable or invalid.

3.3 Communications

All communications to the Guarantor in respect of this Guarantee Agreement shall be directed to the Guarantor at its address set out in Schedule A hereto or to such other address as the Guarantor shall have indicated to each Noteholder in writing. All communications to any Noteholder in respect of this Guarantee Agreement shall be directed to such Noteholder as provided in the Note Purchase Agreement. All such communications shall be delivered in the manner set forth in Section 19 of the Note Purchase Agreement.

3.4 Governing Law

This Guarantee Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

3.5 Amendment

This Guarantee Agreement may be amended or waived by written instrument executed and delivered by the Guarantor and the Required Holders, except that no such amendment or waiver may, without the consent of each holder of Notes affected thereby, amend Section 1.1, 1.2, 1.14, 3.10 or this Section 3.5.

3.6 Counterparts

This Guarantee Agreement may be executed and delivered in any number of counterparts, each of such counterparts constituting an original but altogether only one Guarantee Agreement.

3.7 Benefits of Guarantee Agreement Restricted to Noteholders

(a) This Guarantee Agreement shall inure to the sole and exclusive benefit of each Noteholder and its (and any subsequent) successors and assigns, each of which shall be entitled severally to enforce this Guarantee Agreement against the Guarantor.

(b) Nothing express or implied in this Guarantee Agreement is intended or shall be construed to give to any Person other than the Guarantor and the Noteholders any legal or equitable right, remedy or claim under or in respect hereof or any covenant, condition or provision contained herein.

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3.8 Survival of Representations and Warranties; Entire Agreement

All representations and warranties contained herein or made in writing by the Guarantor in connection herewith shall survive the execution and delivery hereof, the Note Purchase Agreement and the Notes. This Guarantee Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

3.9 Jurisdiction; Service of Process

(a) The Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) The Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 3.9(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(c) The Guarantor consents to process being served by or on behalf of any Noteholder in any suit, action or proceeding of the nature referred to in Section 3.9(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19 of the Note Purchase Agreement, to CT Corporation System, with offices at 28 Liberty Street, New York, New York 10005, as its agent for the purpose of accepting service of any process in the United States. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.

(d) Nothing in this Section 3.9 shall affect the right of any Noteholder to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e) The Guarantor hereby irrevocably appoints CT Corporation System, with offices at 28 Liberty Street, New York, New York 10005, to receive for it, and on its behalf, service of process in the United States.

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(f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

3.10 Obligation to Make Payment in Dollars

Any payment on account of an amount that is payable hereunder in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Guarantor, shall constitute a discharge of the obligation of the Guarantor under this Guarantee Deed only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Guarantor agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Guarantee Deed, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

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IN WITNESS whereof the Guarantee Agreement has been delivered on the date stated at the beginning of this Guarantee Agreement.

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