APPENDIX 15 MEB AGENCY AGREEMENT

Transcription

1 APPENDIX 15 MEB AGENCY AGREEMENT

2 Date: 2018 AZION BAO PTE. LTD. as Issuer and MADISON PACIFIC TRUST LIMITED as Trustee and MADISON PACIFIC TRUST LIMITED as Principal Paying Agent and EXETER GROUP LIMITED (D/B/A LYNCHPIN BONDHOLDER MANAGEMENT) Registrar, Transfer Agent and Exchange Agent AGENCY AGREEMENT constituting 92,890 Zero Coupon Secured Mandatorily Exchangeable Bonds due 2022, exchangeable for series B ordinary shares of PT Central Proteina Prima, Tbk. KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. Mary Axe London EC3A 8AF Tel: +44 (0) Fax: +44 (0)

3 Table of Contents 1 Interpretation Appointment Authentication and Exchange of the Bonds The Trustee Exchange Cancellation, Destruction and Records Replacement Bonds Notices Duties of the Transfer Agents Duties of the Registrar Documents and Forms Information and Regulations concerning the Bonds Indemnity General Changes in Agents Commissions, Fees, Expenses, Taxes and Stamp Duties Communications Counterparts Governing Law and Jurisdiction SCHEDULE 1 Form of Exchange Notice SCHEDULE 2 Regulations Concerning the Transfer and Registration of Bonds SCHEDULE 3 Form of Security Account Notice

4 This Agreement is made on 2018 between: (1) AZION BAO PTE. LTD. (the Issuer ); (2) MADISON PACIFIC TRUST LIMITED as Principal Paying Agent (the Principal Paying Agent, which expression shall, unless the context otherwise requires, include its successors as such principal paying agent); (3) MADISON PACIFIC TRUST LIMITED (the Trustee, which expression includes any other trustee for the time being of the Trust Deed referred to below); and (4) EXETER GROUP LIMITED (D/B/A LYNCHPIN BONDHOLDER MANAGEMENT) as registrar (the Registrar, which expression shall, unless the context otherwise requires, include its successors as such registrar), as transfer agent (the Transfer Agent, which expression shall, unless the context otherwise requires, include its successors as such Transfer Agent) and as exchange agent (the Exchange Agent, which expression shall, unless the context otherwise requires, include its successors as such exchange agent). WHEREAS: (A) (B) (C) (E) The Issuer, a company with limited liability incorporated under the laws of Singapore, has authorised the issue of 92,890 Zero Coupon Secured Mandatorily Exchangeable Bonds due 2022 (the Bonds ) which are, in the aggregate, exchangeable for series B ordinary shares of the Company (the Shares ) that are owned by the Issuer and represent no less than 23.0% of the Shares of the Company as of the date hereof (the MEB Shares ). The Bonds will be constituted by a trust deed dated the date hereof between the Issuer and the Trustee (the Trust Deed ) and will be issued subject to the conditions endorsed on the Bonds (the Conditions ). The Definitive Certificates (as defined in the Trust Deed) for which the Global Certificates (as defined in the Trust Deed) may be exchanged (subject to their provisions) will be in registered form in the denomination of US$2,000 each or integral multiples thereof. This is the Agency Agreement defined in the Trust Deed. 1 INTERPRETATION 1.1 Definitions: Terms defined in the Trust Deed and the Conditions have the same meanings in this Agreement except where otherwise defined in this Agreement. In addition: Agents has the meaning set out in the Conditions. Alternative Clearing System means a clearing system as shall have been designated by the Issuer and approved by the Trustee. 2

5 Certificate or Certificates means collectively the Regulation S Global Certificate, Restricted Bonds Global Certificate, Regulation S Definitive Certificate, and Restricted Bonds Definitive Certificate. Company means PT Central Proteina Prima, Tbk. Security Account Notice means a notice in the form set out in Schedule 3 to this Agreement. 1.2 Contracts (Rights of Third Parties) Act 1999: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 2 APPOINTMENT 2.1 Appointment of Agents and Registrar: The Issuer appoints the Agents as its agents in respect of the Bonds and in relation to the Exchange Right in respect of the Bonds in accordance with the Conditions and this Agreement at their respective specified offices referred to in the Bonds and each Agent accepts such appointment. Except in Clause 15 (Changes in Agents), references to the Agents are to them acting solely through such specified offices. Each Agent shall perform the duties required of it by the Conditions and this Agreement and the Trust Deed. The obligations of the Agents are several and not joint. Each Agent shall carry out such other acts and perform such other duties as may be necessary to give effect to the Conditions, the Trust Deed and this Agreement. No obligations or duties which are not expressly stated herein or in the Conditions shall be implied, other than the duty to act honestly and in good faith and to exercise the due diligence of a reasonably prudent agent in comparable circumstances. 2.2 The Issuer appoints the Registrar as its registrar in respect of the Bonds in accordance with the provisions of the Conditions and this Agreement. The Registrar accepts such appointment and agrees to perform the duties required of it by this Agreement, the Trust Deed and the Conditions. Subject as provided in Clause 15 (Changes in Agents), references to the Agents and the Registrar are to them acting solely through their respective specified offices. The obligations of the Agents and the Registrar are several and not joint. 3 AUTHENTICATION AND EXCHANGE OF THE BONDS 3.1 The Global Certificates: Immediately before issue of the Bonds, the Issuer shall deliver (by facsimile or manually) the duly executed Global Certificates to the Registrar. The Registrar (or its agent on its behalf) shall after checking that the Global Certificates have been recorded on the Register correctly, authenticate the Global Certificates and deliver them to a depositary common to Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking, S.A. ( Clearstream ) against receipt from the common depositary of confirmation that such common depositary is holding the Global Certificates in safe custody for the account of Euroclear and Clearstream and instruct Euroclear or Clearstream or both of them (as the case may be) to hold the Bonds represented by such Global Certificates to the Issuer's order. Title to the Bonds evidenced by the Global Certificates may be registered in the name of, and the Global Certificates be deposited with, such Alternative Clearing System other than Euroclear 3

6 or Clearstream (or a nominee thereof) as the Issuer may from time to time designate with the prior written approval of the Trustee (such approval not to be unreasonably withheld, delayed or conditioned), and shall bear such legend as may be appropriate. 3.2 Transfers of Interests in the Global Certificates: Any transfer or exchange of an interest in the Bonds evidenced by the Global Certificates shall be effected in accordance with the rules and procedures of Euroclear or Clearstream or any relevant Alternative Clearing System, as applicable Limitations An exchange or transfer of an interest in: (i) the Regulation S Global Certificate to a purchaser wanting to receive an interest in the Restricted Global Certificate; or (ii) the Restricted Global Certificate to a purchaser wanting to receive an interest in the Regulation S Global Certificate is subject to certification in the form certificate of Transfer, Exchange or Registration of Transfer Restricted Bonds as set out in the form of each Bond in Schedules 1 and 2 of the Trust Deed. No other restrictions and no certification requirements shall apply with respect to the transfer or exchange of: (a) an interest in the Restricted Global Certificate for a further or other interest in the Restricted Global Certificate; or (b) an interest in the Regulation S Global Certificate for a further or other interest in the Regulation S Global Certificate; or (c) an interest in the Regulation S Global Certificate for an interest in the Restricted Global Certificate. Such transfer or exchange shall be effected in accordance with the rules and procedures of Euroclear or Clearstream, as applicable. 3.3 Exchange of Global Certificates: Definitive Certificates: Definitive Certificates in respect of interests in any Bonds will not be issued in exchange for interests in the Bonds evidenced by the Global Certificates except in the circumstances provided below, provided that, in the event that the Issuer designates an Alternative Clearing System and such designation is approved by the Trustee, title to all or some of the Bonds may be transferred to an Alternative Clearing System or its nominee and Definitive Certificates may be issued to evidence such transfer. In the event that: (i) (ii) either Euroclear or Clearstream (or any Alternative Clearing System on behalf of which the Bonds evidenced by the Global Certificates may be held) is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or the Issuer would suffer a material disadvantage in respect of the Bonds as a result of a change in the laws or regulations (taxation or otherwise) of any jurisdiction in which the Issuer is for the time being incorporated which would not be suffered were the Bonds in definitive form, and a certificate to such effect signed by two Authorised Officers of the Issuer is delivered to the Trustee, by the Issuer giving notice to 4

7 the Principal Paying Agent, the Exchange Agent and the holders, of its intention to exchange its Global Certificate for Definitive Certificates; the Issuer will cause Definitive Certificates to be executed and delivered to the Registrar in sufficient quantities and the Registrar will authenticate the same for despatch to individual Bondholders in accordance with the Conditions, Clause (Notifications) and Schedule 2 (Regulations Concerning the Transfer and Registration of Bonds) hereto. The provisions of Schedule 2 (Regulations Concerning the Transfer and Registration of Bonds) may be changed by the Issuer, with the prior written approval of the Trustee and the Registrar (such approval not to be unreasonably withheld, delayed or conditioned) Notification: Upon one of the events set forth in Clause (Definitive Certificates) occurring, a holder of Bonds represented by a Global Certificate will provide the Registrar with a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver such Definitive Certificates Delivery: Upon receipt of the Certificates referred to in Clause (Definitive Certificates) and the written order referred to in Clause (Notification), the Registrar shall arrange for the execution, authentication and delivery to or upon the order of the person or persons named in such order of an individual Definitive Certificate representing Bonds registered in the name or names requested by such person or persons and the Registrar shall alter the entries in the Register in respect of the Bonds accordingly. Payment will only be made to the person whose name appears on the Register. 3.4 Transfer or Exchange of Individual Certificates: Subject to the provisions of this Clause 3 (Authentication and Exchange of the Bonds) and Schedule 2 (Regulations Concerning the Transfer and Registration of Bonds), the holder of Bonds represented by Definitive Certificates may transfer or exchange such Bonds. Subject to compliance with such provisions, the relevant Transfer Agent and the Registrar shall register the transfer of Bonds represented by individual Definitive Certificates in accordance with Clauses 9 (Duties of the Transfer Agents) and 10 (Duties of the Registrar) below. 3.5 Proxies and Authorisations: Subject to the provisions of this Agreement, the registered holder of Bonds represented by a Global Certificate may grant proxies and otherwise authorise any person, including participants and persons that may hold interests through participants, to take any action that a holder is entitled to take under this Agreement or the Bonds. 3.6 No Transfer Periods: Notwithstanding anything herein to the contrary, no Bondholder may require the transfer of a Bond during the periods set forth in Condition Record Owner: For so long as any Bonds are represented by the Global Certificates, any person who is for the time being shown in the records of Euroclear and Clearstream as the owner of a beneficial interest in the Bonds (in which regard any certificate or other document issued by Euroclear and Clearstream as to the beneficial 5

8 interest in the Bonds standing to the account of any person shall be conclusive and binding for all purposes) shall be treated by the Issuer, the Registrar and the Agents as a holder of such beneficial interest in the Global Certificates. 4 THE TRUSTEE 4.1 Agents to act for Trustee: The Agents shall, on demand in writing by the Trustee made at any time after an Event of Default has occurred and is continuing and until notified in writing by the Trustee to the contrary, so far as permitted by applicable law: act as Agents of the Trustee under the Trust Deed and the Bonds on the terms of this Agreement (with consequential amendments as necessary and except that the Trustee's liability under this Agreement for the indemnification, remuneration and expenses of the Agents will be limited to the amounts for the time being held by the Trustee in respect of the Bonds on the terms of the Trust Deed) and thereafter to hold all Bonds and all monies, documents and records held by them in respect of Bonds to the order of the Trustee; or deliver all Bonds and all monies, documents and records held by them in respect of the Bonds to the Trustee or as the Trustee directs in such notice provided that such notice shall be deemed not to apply to any document or record which the Agents are obliged not to release by any applicable law or regulations. 4.2 Agents' Acceptance of Appointment: Each Agent hereby agrees to accept its appointment by the Trustee upon receipt of the notice referred to in Clause 4.1 (Agents to act for the Trustee). 4.3 Notices of change of the Trustee: The Issuer shall promptly notify the Principal Paying Agent of any change in the person or persons comprising the Trustee and the Principal Paying Agent shall promptly notify the other Agents thereof. 5 EXCHANGE 5.1 Duties of Exchange Agents: Each Exchange Agent shall during normal business hours (local time in the place where the specified office of the relevant Exchange Agent is located) accept, on behalf of the Issuer: any Definitive Certificate in respect of Bonds which the holder thereof desires to exchange (and in respect of which Bond an Exchange Notice is submitted to that Exchange Agent at prior to the Exchange Date); any Definitive Certificate in respect of Bonds which are mandatorily and automatically exchanged on the Maturity Date (and in respect of which a Security Account Notice is submitted to that Exchange Agent at before the expiry of the Mandatory Exchange Notice Period); any Exchange Notice that is duly completed, signed (where necessary) and submitted at and 6

9 5.1.4 any Security Account Notice that is duly completed, signed (where necessary) and submitted at Global Certificates: Exchange Rights attaching to the Bonds represented by the Global Certificate shall be exercised in the manner set out herein, provided that: the Global Certificates need not be deposited with the Exchange Agent together with the relevant Exchange Notice or Security Account Notice (as the case may be); the Exchange Notice or Security Account Notice (as the case may be) for Bonds represented by the Global Certificates may be completed and submitted by or on behalf of an account holder of Clearstream or Euroclear or an Alternative Clearing System in which the Bond to be exchanged is held at such time, which has an interest in such Bonds; Bonds which have been exchanged will be rendered void forthwith and the principal amount of the respective Global Certificate shall be marked down accordingly in the books and records of the Registrar, Euroclear and Clearstream and, to the extent practicable, that Global Certificate shall be annotated accordingly without cancellation of such Global Certificate by the common depositary holding such Global Certificate in safe custody for the account of Euroclear and Clearstream; and the exercise of Exchange rights with respect to an interest in the Bonds by an account holder of Clearstream, Euroclear or an Alternative Clearing System in which the Bonds are held at such time will be confirmed by the relevant clearing system with the Exchange Agent. 5.3 Certificates held by Exchange Agents Exchange Notices and Security Account Notices submitted and Definitive Certificates delivered in connection with the exchange of the Bonds shall be deemed to be held by the Exchange Agent as the agent of the Issuer The Exchange Agent shall cancel forthwith upon each Exchange Date and the Maturity Date any Definitive Certificates representing the Bonds exchanged on such dates and (unless the Exchange Agent is also the Principal Paying Agent) despatch such cancelled Definitive Certificates promptly to or to the order of the Principal Paying Agent or its designated agent, together with a certificate stating the identifying numbers of the Bonds in respect of which the relevant Definitive Certificates have been cancelled. 5.4 Duties of the Exchange Agents if the Bonds are voluntarily exchanged during the Exchange Period Immediately following receipt of an Exchange Notice, the Exchange Agent shall: verify that that Exchange Notice has been duly completed in relation to the Bonds which are the subject of the purported exchange, in accordance with its terms; 7

10 5.4.2 as soon as reasonably practicable and in any event within three Trading Days of receipt of that Exchange Notice, notify the Issuer and the Principal Paying Agent of the details of the Exchange Notice received, including (without limitation): (i) (ii) (iii) (iv) (v) (vi) (vii) the name and contact details of the exchanging holder of the Bonds or account holder of Euroclear or Clearstream or Alternative Clearing System in which the Bonds are held at such time; the aggregate principal amount of the Bonds that is the subject of the purported exchange and, if applicable, in respect of which a Definitive Certificate has been deposited by the same holder of the Bonds; if applicable, the serial or identifying numbers of the Bonds in respect of which a Definitive Certificate has been deposited by the same holder of the Bonds; the number of MEB Shares (excluding fractions) to be delivered to such holder of the Bonds; the name(s) and address(es) of person(s) in whose name(s) the MEB Shares to be delivered upon exchange are to be registered; the Exchange Date in respect of the exchange; and the details of the Indonesian Securities Account to which the MEB Shares to which such holder is entitled should be delivered and the contact details of the custodian or broker responsible for such account; cancel forthwith upon the Exchange Date all Definitive Certificates delivered in connection with such Exchange Notice and despatch such cancelled Definitive Certificates promptly (together with a certificate stating the certificate numbers of the Bonds so delivered), to or to the order of the Principal Paying Agent or its designated agent, who shall destroy such cancelled Definitive Certificates; and without any further notice or confirmation from the Issuer, and in any event no later than the Exchange Date, instruct the Registrar to remove the name of the relevant Bondholder from the register or reduce the corresponding principal amount of Bonds registered as being represented by the Global Certificates, where appropriate. 5.5 Duties of the Exchange Agents if the Bonds are mandatorily and automatically exchanged on the Maturity Date Immediately following the receipt of a Security Account Notice, the Exchange Agent shall: verify that that Security Account Notice has been duly completed in relation to the Bonds, in accordance with its terms; and 8

11 5.5.2 as soon as reasonably practicable and in any event within three Trading Days of receipt of that Security Account Notice, notify the Issuer and the Principal Paying Agent of the details of the Security Account Notice, including (without limitation): (i) (ii) (iii) (iv) (v) (vi) the name and contact details of the holder of the Bonds or account holder of Euroclear or Clearstream or Alternative Clearing System in which the Bonds are held at such time on whose behalf the Security Account Notice was submitted; the aggregate principal amount of the Bonds held by the holder on whose behalf the Security Account Notice was submitted immediately prior to the automatic and mandatory exchange of the Bonds on the Maturity Date and, if applicable, in respect of which a Definitive Certificate has been deposited by the same holder of the Bonds; if applicable, the serial or identifying numbers of the Bonds in respect of which a Definitive Certificate has been deposited by the same holder of the Bonds; the number of MEB Shares (excluding fractions) to be delivered to such holder of the Bonds; the name(s) and address(es) of person(s) in whose name(s) the MEB Shares to be delivered upon exchange are to be registered; and the details of the Indonesian Securities Account to which the MEB Shares to which such holder is entitled should be delivered and the contact details of the custodian or broker responsible for such account; and cancel forthwith all Definitive Certificates delivered in connection with such Security Account Notice and despatch such cancelled Definitive Certificates promptly (together with a certificate stating the certificate numbers of the Bonds so delivered), to or to the order of the Principal Paying Agent or its designated agent, who shall destroy such cancelled Definitive Certificates Upon the Expiry of the Mandatory Exchange Notice Period, the Exchange Agent shall inform each Eligible Bondholder of the number of Residual MEB Shares to which that Eligible Bondholder is entitled in accordance with Condition for the purpose of enabling that Eligible Bondholder to instruct his broker or custodian to issue matching instructions to facilitate delivery of the Residual MEB Shares to which that Eligible Bondholder is entitled during the Final Distribution Period. 5.6 Delivery by the Issuer: Upon receipt of the details of a duly completed Exchange Notice or Security Account Notice (as the case may be) from the Exchange Agent and subject to the satisfaction of all conditions specified in the Trust Deed, the Issuer shall, as soon as reasonably practicable and in any event no later than the date 9

12 falling: (a) in the case of an Exchange Notice, 10 Trading Days after the Exchange Date corresponding to that Exchange Notice;, (b) in the case of a Security Account Notice in respect of which all conditions specified in Condition 5.2.2(a)(i),(ii), (iii) and (iv) of the Trust Deed have been satisfied, as soon as practicable and in any event not later than the Bar Date; and (c) in the case of Residual MEB Shares, the Bar Date: (i) (ii) (iii) procure payment by Leedon of all stamp, issue documentary, transfer, registration, excise or other similar taxes or duties in connection with the delivery of MEB Shares on exchange and which are payable in the Republic of Indonesia or Singapore and, if relevant, in the place of the Alternative Stock Exchange and pay to the relevant tax authorities the amount received from Leedon; procure payment by Leedon of all fees, costs and expenses (including, without limitation, brokerage fees and transaction costs) arising on the delivery of MEB Shares on exchange; send notification by to the Exchange Agent, Principal Paying Agent and the Registrar confirming: (A) (B) (C) delivery in accordance with that Exchange Notice or Security Account Notice (as the case may be) or otherwise in accordance with the exchanging Bondholder's instructions of the relevant MEB Shares required to be delivered upon exchange; the amount of any cash paid under Condition (Fractions of Shares) in respect of fractions of MEB Shares; and that the person nominated in the Exchange Notice or Security Account Notice (as the case may be) to receive the MEB Shares delivered on exchange has been registered as the beneficial owner of the relevant MEB Shares delivered on exchange Promptly upon receipt of the confirmation referred to in Clause (Delivery by the Issuer) of registration in the register of shareholders (but not before), the Registrar shall: (i) in the case of Definitive Certificates, either (a) remove the name of the relevant Bondholder from the Register, or reduce the number of Bonds of which it is registered as owner, as appropriate, if the Bonds are exchanged before the Maturity Date, or (b) remove the name of the relevant Bondholder from the Register, if the Bonds are mandatorily and automatically exchanged on the Maturity Date; or (ii) in the case of Global Certificates, reduce the corresponding principal amount of Bonds registered as being represented by the Global Certificate, where appropriate. 5.7 Exchange Agent to provide Exchange Notice: The Exchange Agents shall make Exchange Notices or Security Account Notices in the current form available to Bondholders on its website at 10

13 5.8 Notification of Closure of Register of Shareholders: The Issuer shall as soon as is reasonably practicable after becoming aware of the same give notice to the Trustee and the Agents of any dates upon which the Company's register of shareholders is to be closed. Such notice shall give particulars of the reason for such closure and the expected date when the register will be re-opened. Each Exchange Agent shall ensure that any Exchange Notice from time to time accessible from its website shall be annotated to reflect any notice duly received from the Issuer pursuant to this Clause 5.8 (Notification of Closure of Register of Shareholders) of the dates upon which the Company's register of shareholders is to be closed. 5.9 Identification Codes: Each Exchange Notice or Security Account Notice (as the case may be) submitted to an Exchange Agent and each facsimile transmission or sent and letter delivered in respect of an Exchange Notice or Security Account Notice (as the case may be) pursuant to the foregoing provisions of this Clause by any Exchange Agent shall indicate the identification code designated below for that Exchange Agent and shall bear the lowest number previously unused by that Exchange Agent in the sequence of whole numerals starting from one and continuing in uninterrupted sequence upwards, for identification. All confirmatory or subsequent communications (regardless of the identity of the sender or the recipient thereof) with regard to the exchange, receipt and delivery of MEB Shares relating to such Exchange Notice or Security Account Notice (as the case may be) shall bear the same identifying number as well as the identification code of the relevant Exchange Agent. The identification codes of the Exchange Agents shall be as follows: For the Exchange Notices: BOEXEN0001, 0002 etc. For the Security Account Notices: BOEXSA 0001, 0002 etc. 6 CANCELLATION, DESTRUCTION AND RECORDS 6.1 Cancellation by Agents: All Definitive Certificates which are presented for exchange shall be cancelled forthwith by the Agent by or through which they are exchanged. Such Agent, if it is not itself the Exchange Agent, shall promptly send to the Exchange Agent the details required by the Exchange Agent for the purposes of this Clause and, where appropriate, the cancelled Definitive Certificates. If any Bonds so exchanged are represented by a Global Certificate, the Agent shall effect the cancellation of the relevant Bonds by entering the relevant details in, and by signing, the relevant spaces on the relevant Global Certificate. 6.2 Cancellation by the Issuer: Any Definitive Certificates purchased by or on behalf of the Issuer shall, and if purchased by or on behalf of the Company or any of the Subsidiaries of the Company may, be surrendered to the Agent for cancellation and forthwith upon receipt thereof, the Agent shall cancel such Definitive Certificates. If any Bonds purchased by or on behalf of the Issuer, the Company or any of the Company s Subsidiaries are represented by a Global Certificate, the Issuer may forward all relevant details to the Agent that may be required by the Agent to cancel such Bonds and the Agent shall effect the cancellation of the relevant Bonds by entering the relevant details in, and by signing, the relevant spaces on the relevant Global Certificate. 11

14 6.3 Certification of Payment Details: The Exchange Agent shall, if requested to do so in writing, as soon as practicable and in any event within 7 days after the date of any such cancellation or exchange in respect of the Bonds send to the Issuer and the Trustee a certificate stating (1) the amount of Bonds which have been exchanged or cancelled and (2) the certificate numbers of such Bonds. 6.4 Destruction: Unless otherwise instructed by the Issuer or the Trustee, the Exchange Agent shall as soon as reasonably practicable destroy the cancelled Bonds in its possession and send the Issuer and the Trustee upon written request a certificate giving the certificate numbers and principal amounts of such Bonds in numerical sequence. 6.5 Records: The Exchange Agent shall keep, for a period of 6 years after the Maturity Date, a full and complete record of the Bonds issued, and a record of Definitive Certificates and replacements issued in substitution for those damaged or lost, and a record of the replacement, cancellation and destruction of all Bonds and the exchange of Bonds for MEB Shares. It shall make such record available at all reasonable times during normal business hours to the Issuer and the Trustee. 7 REPLACEMENT BONDS 7.1 Stocks of Bonds: The Issuer shall maintain a sufficient quantity of additional forms of Definitive Certificates to be available, upon request, to the Registrar for the purpose of issuing replacement Definitive Certificates in accordance with this Clause 7 (Replacement Bonds). 7.2 Replacement: The Registrar shall, subject to and in accordance with the Conditions and the following provisions of this Clause 7 (Replacement Bonds), cause to be delivered to the relevant holder any replacement Bonds which the Issuer may determine to issue in place of Bonds which have been mutilated, defaced, lost, stolen or destroyed. 7.3 Conditions to Replacement: The Registrar shall verify, in the case of an allegedly lost, stolen or destroyed Definitive Certificate in respect of which the serial number is known or believed to be known, that such Definitive Certificate has not previously been cancelled or exchanged. The Registrar shall not issue a replacement Definitive Certificate unless and until the applicant therefor has: paid such fees, expenses and costs as may be incurred by the Issuer or the Registrar in connection with the replacement; furnished it with such evidence and indemnity as the Issuer or the Registrar may require; and surrendered to it any mutilated or defaced Bonds. 7.4 Cancellation: The Registrar shall, unless otherwise instructed by the Issuer or the Trustee, cancel and destroy any mutilated or defaced Bonds replaced pursuant to this Clause 7 (Replacement Bonds) and furnish the Issuer upon written request with a destruction certificate containing the information specified in Clause 6.4 (Destruction) above. 12

15 7.5 Notification: The Registrar shall, on issuing a replacement Definitive Certificate, forthwith inform the Issuer, the Trustee and the other Agents of the certificate number of the replacement Definitive Certificate and (if known) of the certificate number of the Definitive Certificate which it replaces. 7.6 Presentation of replaced Definitive Certificates: Whenever any Definitive Certificate alleged to have been lost, stolen or destroyed in replacement for which a new Definitive Certificate has been issued shall be presented to any of the Agents for payment, the relevant Agent shall promptly send notice thereof to the Issuer and (except where the relevant Agent is the Exchange Agent) the Exchange Agent. The Exchange Agent shall, on receipt of such notice, take appropriate steps (subject to being indemnified to its satisfaction as to costs) to recover the amount covered by the indemnity with respect to such allegedly lost, stolen or destroyed Definitive Certificates and upon the recovery thereof shall (subject as aforesaid) account to the Issuer for the amount so collected. 8 NOTICES 8.1 Publication: At the request and expense of the Issuer (which shall promptly request Leedon, pursuant to the Leedon Undertaking, that such funds shall be provided) (other than in the case of notices in respect of the resignation or termination of appointment of an Agent or a change in its specified office), the Principal Paying Agent shall arrange for the publication of all notices in a form approved by the Issuer to holders. Notices to holders shall be published in accordance with the Conditions having previously, unless the Trustee otherwise directs, been approved by the Trustee (such approval not to be unreasonably withheld, delayed or conditioned). The Issuer shall provide signed copies of such notices to the Principal Paying Agent not later than four Trading Days (as defined in the Trust Deed) in the city of the specified office of the Principal Paying Agent prior to the date of publication. 8.2 Copies to the Trustee: The Principal Paying Agent shall promptly send to the Trustee and the Issuer two copies of the form of every notice to be given to holders for approval and of every such notice once published. 8.3 Communications addressed to the Issuer: Forthwith upon receipt by the Principal Paying Agent of a demand or notice addressed to the Issuer, the Principal Paying Agent shall forward a copy thereof to each of the Issuer and the Trustee. 9 DUTIES OF THE TRANSFER AGENTS If and to the extent specified by the Conditions and in accordance therewith and the terms of this Agreement or if otherwise requested by the Issuer, each Transfer Agent will: 9.1 receive requests for the transfer of Bonds, inform the Registrar, forward the deposited Definitive Certificate to the Registrar and assist in the issue of a new Definitive Certificate in accordance with the Transfer Regulations (defined in Clause 12.2 (Regulations) below) and in particular forthwith notify the Registrar of: the name and address of the holder of the Bonds; 13

16 9.1.2 the identifying number of the relevant Definitive Certificate; (where the full principal amount of the Bonds in respect of which a Definitive Certificate was issued is not to be transferred) the principal amount of Bonds transferred; and the name, address and account for payments (if any) of the transferee to be entered on the Register; 9.2 keep the Registrar informed of all transfers; and 9.3 carry out such other acts as may be necessary to give effect to the Conditions and any other provision of this Agreement. 10 DUTIES OF THE REGISTRAR 10.1 The Register: The Registrar shall maintain a register (the Register ) in accordance with the Conditions and the Transfer Regulations (as defined in Clause 12.2 (Regulations)). The Register shall show the principal amount of the Bonds and the date of issue and all subsequent transfers and changes of ownership in respect thereof and the names and addresses of the holders of the Bonds and details of the registered accounts (as described in Condition 7.2 (Replacement)). The Registrar shall, upon one Trading Day s notice, at all reasonable times during normal business hours make the Register available to the Issuer, the Trustee, the other Agents or any person authorised by any of them, and any such persons as may be required by law for inspection and for the taking of copies thereof or extracts therefrom. The Registrar shall deliver to the Issuer, the Trustee, the other Agents and any person authorised by any of them, all such lists of holders of Bonds, their addresses, registered accounts, holdings and other details as they may reasonably request. The Register will include a record of the identifying number allocated to the Bonds and the identifying number allocated to each Definitive Certificate which is issued. Each Definitive Certificate will carry the identifying number of the Bonds in respect of which it is issued, as well as its own identifying number Transfers: The Registrar will receive requests for the transfer of Bonds and will also receive Definitive Certificates deposited with the Transfer Agents for transfer, effect the necessary entries, authenticate and issue new Definitive Certificates in accordance with the Transfer Regulations and deliver the new Definitive Certificates to the relevant Transfer Agent Miscellaneous: The Registrar will carry out such other acts as may be necessary to give effect to the Conditions and the other provisions of this Agreement and the Trust Deed Delegation: The Registrar may, in carrying out its responsibilities, delegate such functions in its discretion to any of the other Transfer Agents at no additional cost to the Issuer, however, the Registrar shall exercise reasonable care in the selection of any Transfer Agent Safe Custody: The Registrar shall cause the Global Certificates and all Definitive Certificates delivered to and held by it under this Agreement to be maintained in safe 14

17 custody and shall ensure that such Bonds are only issued in accordance with the provisions of this Agreement, the Conditions, the Trust Deed and the relevant Global Certificate. 11 DOCUMENTS AND FORMS 11.1 The Issuer shall send to the Agents: specimen Definitive Certificates (but only if Definitive Certificates are issued); sufficient copies of all documents required by the Bonds, the Conditions relating to the Bonds or any stock exchange (or any other relevant authority) on which the Bonds are listed from time to time to be available for issue or inspection during normal business hours (and the Agents shall make them so available to holders); as required, forms of proxy, together with instructions as to how to complete, deal with and record the issue of such forms The Agents agree that the documents which they shall make available for inspection at their specified offices for examination during normal business hours by any of the holders of the Bonds as required by the Conditions or the rules of the relevant stock exchange shall also include the documents listed in Clauses and INFORMATION AND REGULATIONS CONCERNING THE BONDS 12.1 Provision of information: Each Agent will give to the Principal Paying Agent and, as appropriate, the other Agents such further information with regard to their activities hereunder as may reasonably be required by them for the proper carrying out of their respective duties Regulations: The Issuer may, subject to the Conditions, from time to time with the prior written approval of the Agents and the Trustee (such approval not to be unreasonably withheld, delayed or conditioned) promulgate regulations concerning the carrying out of transfers and the forms and evidence to be provided ( Transfer Regulations ). All such transfers will be made subject to the Regulations. The initial Transfer Regulations are set out in Schedule 2 (Regulations Concerning the Transfer and Registration of Bonds). The Registrar shall provide copies of the current Transfer Regulations to holders upon request in accordance with Condition 3.6 (Regulations). 13 INDEMNITY 13.1 By Issuer: The Issuer shall indemnify each Agent against any claim, demand, action, liability, damages, cost, taxes, loss or expense (including, without limitation, to all properly incurred legal fees and any applicable value added tax) which it incurs, otherwise than by reason of its own gross negligence, wilful default or bad faith as a result or arising out of or in relation to its acting as the agent of the Issuer and/or the Trustee in relation to the Notes. The indemnity in this Clause 13.1 (By Issuer) shall survive the termination or expiry of this Agreement. 15

18 13.2 Liability for negligence etc.: Each of the Agents shall indemnify the Issuer, against any claim, demand, action, liability, damages, cost, taxes, loss or expense (including, without limitation, properly incurred legal fees and any applicable value added tax) which the Issuer, as the case may be, may incur or which may be made against the Issuer, as the case may be, as a result of the breach, gross negligence, wilful default or bad faith of such Agent. No Agent shall be liable for any consequential loss, being loss of business, goodwill, opportunity or profit, of any kind whatsoever. The indemnity in this Clause 13.2 (Liability for negligence etc.) shall survive the termination or expiry of this Agreement. 14 GENERAL 14.1 No agency or trust: In acting under this Agreement, the Agents shall, except as provided otherwise in this Agreement, have no obligation towards or relationship of agency or trust with any holder and need only perform the duties set out specifically in this Agreement and the Conditions and any duties necessarily incidental to them Duties: The Agents shall be obliged to perform such duties and obligations and only such duties and obligations expressly conferred upon it under the Conditions and the Transaction Documents or necessarily incidental thereto, and no implied duties or obligations shall be read into this Agreement against the Agents. If any of the Transaction Documents is amended on or after the date of this Agreement in a way which affects the duties expressed to be performed by any of the Agents, no Agent shall be obliged to perform such duties as so amended unless it has approved the relevant change to any such Transaction Documents Holder to be treated as owner: Except as otherwise required by law, each Agent will be entitled to treat the holder of Bonds as its absolute owner as provided in the Conditions and will not be liable for doing so No lien: No Agent shall exercise any lien, right of set-off or similar claim against any holder in respect of moneys payable by it under this Agreement Legal advice: Each Agent may consult with legal and other professional advisers selected by it and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers Reliance on documents, communication etc.: No Agent shall be liable in respect of anything done or suffered by it in reliance on a Bond or other document reasonably believed by it to be genuine and signed, given, delivered or sent by the proper party or parties. Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction request or order from the Issuer, except such as may result from its own gross negligence or wilful misconduct or bad faith or that of its officers, employees or agents or the breach by it of the terms of this Agreement Other relationships: Any Agent and any other person, whether or not acting for itself, may acquire, hold or dispose of any Bonds or other security (or any interest therein) of the Issuer or any other person, may enter into or be interested in any contract or transaction with any such person and may act on, or as depositary, trustee 16

19 or agent for, any committee or body of holders of securities of any such person in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit Agents' Obligations: The obligations of the Agents are several and not joint. 15 CHANGES IN AGENTS 15.1 Appointment and Termination: The Issuer may, with the prior written approval of the Trustee (such approval not to be unreasonably withheld, delayed or conditioned), at any time appoint additional Agents and/or terminate the appointment of any Agent or (with the agreement of the relevant Agent) vary the terms of any such appointment by giving to the Principal Paying Agent and the Agent concerned 60 days' written notice to that effect Resignation: Any Agent may resign its appointment at any time by giving the Issuer and (if not itself the Principal Paying Agent) the Principal Paying Agent 60 days' prior written notice to that effect. The Issuer agrees with the Principal Paying Agent that if, by the day falling 10 days before the expiry of any notice under this Clause 15.2 (Resignation), the Issuer has not appointed a replacement Agent, then the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place any bank or trust corporation of international reputation with experience of performing such a role which the Issuer and the Trustee shall approve Condition to Resignation or Termination: No resignation or (subject to Clause 15.5 (Automatic Termination)) termination of the appointment of the Principal Paying Agent shall, however, take effect until a new Principal Paying Agent (which shall be a bank or trust corporation) has been appointed and no resignation or termination of the appointment of an Agent shall take effect if there would not then be Agents as required by the Conditions Change of Office: If an Agent changes the address of its specified office in a city it shall give the Issuer, the Trustee and the Principal Paying Agent at least 60 days' notice of the change, giving the new address and the date on which the change takes effect Automatic Termination: The appointment of the Principal Paying Agent shall forthwith terminate if the Principal Paying Agent becomes incapable of acting, is adjudged bankrupt or insolvent, files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors, consents to the appointment of a receiver, administrator or other similar official of all or a substantial part of its property or admits in writing its inability to pay or meet its debts as they fall due or suspends payment thereof, or if a resolution is passed or an order made for the winding up or dissolution of the Principal Paying Agent, a receiver, administrator or other similar official of the Principal Paying Agent is appointed over all or any substantial part of its property, a court order is entered approving any petition filed by or against it under applicable bankruptcy or insolvency law or a public officer takes charge or control of the Principal Paying Agent or its property or affairs for the purpose of reorganisation, administration or liquidation. 17

20 15.6 Delivery of records: If the Principal Paying Agent resigns or its appointment is terminated, it shall on the date the resignation or termination takes effect pay to the new Principal Paying Agent the amount held by it in respect of the Bonds and deliver to the new Principal Paying Agent the records kept by it and all Bonds held by it pursuant to this Agreement and pending such transfer shall hold all such moneys and documents in trust for and subject to the order of the successor Agent hereunder. If the appointment of the Registrar is terminated or the Registrar resigns its appointment hereunder, the Registrar shall, on the date on which such termination or resignation takes effect, deliver to the successor Registrar, the register, all Certificates and blank Certificates held by it and all other records maintained by it pursuant to this Agreement. If the appointment of any Agent is terminated or any Agent resigns its appointment hereunder, such Agent shall, on the date on which such termination or resignation takes effect, deliver to any successor Agent or, if none, the Principal Paying Agent any records (including Exchange Notices or Certificates) maintained or held by it pursuant to this Agreement Successor Corporations: A corporation into which an Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement Notices: The Principal Paying Agent shall give holders and the Trustee at least 30 days' notice of any proposed appointment, termination, resignation or change under Clauses 15.1 (Appointment and Termination) to 15.4 (Change of Office) of which it is aware and promptly give notice of any succession under Clause 15.7 (Successor Corporations) of which it is aware. The Issuer shall promptly give holders and the Trustee, notice of any termination under Clause 15.5 (Automatic Termination) of which it is aware. 16 COMMISSIONS, FEES, EXPENSES, TAXES AND STAMP DUTIES 16.1 Fees: The Issuer (failing whom Leedon, in accordance with the Leedon Undertaking, will) will pay to the Principal Paying Agent, the Exchange Agent, Transfer Agent, and Registrar the commissions, fees and expenses (including but not limited to legal, advertising, publication and postage expenses) in respect of such Agents' services as separately agreed with each Agent in writing and the Issuer need not concern themselves with their apportionment between the Agents Taxes and Stamp Duties: The Issuer (failing whom Leedon, in accordance with the Leedon Undertaking, will) agrees to pay any and all stamp, issue, registration, transfer and other documentary taxes or similar duties or taxes which may be payable by the Agents or the Trustee in connection with the execution, delivery, performance and enforcement of this Agreement. This Clause shall survive upon termination of this Agreement. 17 COMMUNICATIONS 17.1 Notices: Any communication shall be by letter, fax or in the case of the Issuer, to it at: 18