Common use of NESTLÉ S Clause in Contracts

NESTLÉ S. A. Xxxxxx Xxxxxx 00 0000 Xxxxx Xxxxxxxxxxx Telefax No: + 41 21 924 4562 Attention: The Treasurer By: ...................................... By: ...................................... [Name and address of Calculation Agent] Telefax No: Attention: By: ............................................ Contact details of the Agent CITIBANK, N.A., LONDON BRANCH Citigroup Centre Canada Square Xxxxxx Xxxxx Xxxxxx X00 0XX Telephone: +000 0 000 0000/42 Telefax: +000 0 000 0000 Attention: Agency & Trust Appendix C Form of the Guarantee In respect of each Tranche of Notes issued by Nestlé Holdings, Inc. and by Nestlé Finance International Ltd., the Guarantor will execute and deliver a Guarantee in substantially the form (subject to completion) set out below. Each Guarantee will be deposited for the benefit of the relevant Noteholders [and Couponholders] with the [Agent][Transfer Agent]. The form of the Guarantee set out below is a joint and several suretyship (cautionnement solidaire) pursuant to Article 496 of the Swiss Code of Obligations. Such a guarantee is accessory in nature, which means that its enforceability is dependent upon the legal validity and enforceability of the primary obligation to which it relates. This means that the Guarantor will only have an obligation to pay a Noteholder an amount under the Guarantee if and to the extent such Noteholder has a legally valid and enforceable claim against the relevant Issuer to pay such amount under the relevant Tranche of Notes. A joint and several suretyship pursuant to Article 496 of the Swiss Code of Obligations is also governed by a number of statutory provisions of Swiss law that are designed to protect the surety, among other things, that: ™ the terms of the Guarantee will limit the aggregate amount payable by the Guarantor to the Noteholders (including amounts in respect of principal, interest and other amounts due and unpaid under the Notes) to a fixed amount in the Specified Currency of the Notes, the so- called Maximum Guarantee Amount. The Maximum Guarantee Amount under the Guarantee relating to each Tranche of Notes will be equal to the payment of the principal and three years’ interest in respect of such Notes. That is (i) the initial aggregate principal amount of the relevant Tranche of Notes, plus (ii) three multiplied by the product of (x) the interest rate per annum applicable to such Notes and (y) the initial aggregate principal amount of such Notes; ™ any defences that the relevant Issuer may assert against a Noteholder, whether available to the relevant Issuer under the terms of the Notes or under English law or otherwise, may, as a rule, also be asserted by the Guarantor against such Noteholder with respect to claims under the related Guarantee (even if the relevant Issuer has itself waived or otherwise not exercised any such defence); ™ if a Noteholder seeks to enforce the Guarantee against the Guarantor in Switzerland, the Guarantor may petition the competent court to stay the enforcement proceeding against it until such time as insolvency or related proceedings against the relevant Issuer are completed without such Noteholder having been paid in full for amounts owed to it under the Notes, so long as the Guarantor posts sufficient collateral; ™ in the event of insolvency proceedings in respect of the relevant Issuer, if a Noteholder fails to file its claims against the relevant Issuer under such Note or to do everything conscionable to safeguard its rights under such Note in such proceedings, such Noteholder will forfeit its claims against the Guarantor under the related Guarantee if and to the extent that the Guarantor suffers damages as a result of such failure; and ™ in accordance with Swiss law on suretyships, a Noteholder cannot make any further claim under or in connection with the Guarantee after its termination date, unless legal proceedings are initiated by such Noteholder prior to the end of the four week period following such termination date and pursued by such Noteholder without significant interruption. THIS GUARANTEE is entered into on [issue date] by Nestlé S.A. for the benefit of the Relevant Account Holders [(as defined in the Agency Agreement referred to below)][(as defined in the Note Agency Agreement referred to below)] and the holders for the time being of the Notes (as defined below) [and the interest coupons appertaining to the Notes (the “Coupons”)]. Each Relevant Account Holder[,] [and] each holder of a Note [and each holder of a Coupon] is a “Holder”.

NESTLÉ S. A. Xxxxxx Xxxxxx 00 1800 Vevey, Switzerland Telephone: +00 00 000 0000 Xxxxx Xxxxxxxxxxx Telefax NoEmail: + 41 21 924 4562 xxxxxxxx.xxxxxxxxxxxx@xxxxxx.xxx Attention: The Group Treasurer By: ...................................... By: ...................................... [Name and address of Calculation Agent] Telefax No: Attention: By: ............................................ Contact details of the Agent CITIBANK, N.A., LONDON BRANCH Citigroup Centre Canada Square Xxxxxx Xxxxx Xxxxxx X00 0XX Canary Wharf London E14 5LB Telephone: +000 0 000 0000/42 Telefax0000 Email: +000 0 000 0000 xxxxxxxxxxxxxxxxxxx@xxxx.xxx Attention: Agency & Trust Appendix C Form of the Guarantee In respect of each Tranche of Notes issued by Nestlé HoldingsCapital Corporation, Inc. and by Nestlé Finance International Ltd.Ltd. and Nestlé Holdings, Inc., the Guarantor will execute and deliver a Guarantee in substantially the form (subject to completion) set out below. Each Guarantee will be deposited for the benefit of the relevant Noteholders [and Couponholders] with the [Agent][Transfer Agent]. The form of the Guarantee set out below is a joint and several suretyship (cautionnement solidaire) pursuant to Article 496 of the Swiss Code of Obligations. Such a guarantee is accessory in nature, which means that its enforceability is dependent upon the legal validity and enforceability of the primary obligation to which it relates. This means that the Guarantor will only have an obligation to pay a Noteholder an amount under the Guarantee if and to the extent such Noteholder has a legally valid and enforceable claim against the relevant Issuer to pay such amount under the relevant Tranche of Notes. A joint and several suretyship pursuant to Article 496 of the Swiss Code of Obligations is also governed by a number of statutory provisions of Swiss law that are designed to protect the surety, among other things, that: ™ • the terms of the Guarantee will limit the aggregate amount payable by the Guarantor to the Noteholders (including amounts in respect of principal, interest and other amounts due and unpaid under the Notes) to a fixed amount in the Specified Currency of the Notes, the so- called Maximum Guarantee Amount. The Maximum Guarantee Amount under the Guarantee relating to each Tranche of Notes will be equal to the payment of the principal and three years’ interest in respect of such Notes. That is (i) the initial aggregate principal amount of the relevant Tranche of Notes, plus (ii) three multiplied by the product of (x) the interest rate per annum applicable to such Notes and (y) the initial aggregate principal amount of such Notes; ™ • any defences that the relevant Issuer may assert against a Noteholder, whether available to the relevant Issuer under the terms of the Notes or under English law or otherwise, may, as a rule, also be asserted by the Guarantor against such Noteholder with respect to claims under the related Guarantee (even if the relevant Issuer has itself waived or otherwise not exercised any such defence); ™ • if a Noteholder seeks to enforce the Guarantee against the Guarantor in Switzerland, the Guarantor may petition the competent court to stay the enforcement proceeding against it until such time as insolvency or related proceedings against the relevant Issuer are completed without such Noteholder having been paid in full for amounts owed to it under the Notes, so long as the Guarantor posts sufficient collateral; ™ • in the event of insolvency proceedings in respect of the relevant Issuer, if a Noteholder fails to file its claims against the relevant Issuer under such Note or to do everything conscionable to safeguard its rights under such Note in such proceedings, such Noteholder will forfeit its claims against the Guarantor under the related Guarantee if and to the extent that the Guarantor suffers damages as a result of such failure; and ™ • in accordance with Swiss law on suretyships, a Noteholder cannot make any further claim under or in connection with the Guarantee after its termination date, unless legal proceedings are initiated by such Noteholder prior to the end of the four week period following such termination date and pursued by such Noteholder without significant interruption. THIS GUARANTEE is entered into on [issue date] by Nestlé S.A. for the benefit of the Relevant Account Holders [(as defined in the Agency Agreement referred to below)][(as defined in the Note Agency Agreement referred to below)] and the holders for the time being of the Notes (as defined below) [and the interest coupons appertaining to the Notes (the “Coupons”)]. Each Relevant Account Holder[,] [and] each holder of a Note [and each holder of a Coupon] is a “Holder”.

NESTLÉ S. A. Xxxxxx Xxxxxx 00 0000 Xxxxx Xxxxxxxxxxx Telefax No: + 41 21 924 4562 Attention: The Treasurer By: ...................................... By: ...................................... [Name and address of Calculation Agent] Telefax No: Attention: By: ............................................ Contact details of the Agent CITIBANK, N.A., LONDON BRANCH Citigroup Centre Canada Square Xxxxxx Xxxxx Xxxxxx X00 0XX Telephone: +000 0 000 0000/42 Telefax: +000 0 000 0000 Attention: Agency & Trust Appendix C Form of the Guarantee In respect of each Tranche of Notes issued by Nestlé Holdings, Inc. and by Nestlé Finance International Ltd., the Guarantor will execute and deliver a Guarantee in substantially the form (subject to completion) set out below. Each Guarantee will be deposited for the benefit of the relevant Noteholders [and Couponholders] with the [Agent][Transfer Agent]. The form of the Guarantee set out below is a joint and several suretyship (cautionnement solidaire) pursuant to Article 496 of the Swiss Code of Obligations. Such a guarantee is accessory in nature, which means that its enforceability is dependent upon the legal validity and enforceability of the primary obligation to which it relates. This means that the Guarantor will only have an obligation to pay a Noteholder an amount under the Guarantee if and to the extent such Noteholder has a legally valid and enforceable claim against the relevant Issuer to pay such amount under the relevant Tranche of Notes. A joint and several suretyship pursuant to Article 496 of the Swiss Code of Obligations is also governed by a number of statutory provisions of Swiss law that are designed to protect the surety, among other things, that: ™ • the terms of the Guarantee will limit the aggregate amount payable by the Guarantor to the Noteholders (including amounts in respect of principal, interest and other amounts due and unpaid under the Notes) to a fixed amount in the Specified Currency of the Notes, the so- called Maximum Guarantee Amount. The Maximum Guarantee Amount under the Guarantee relating to each Tranche of Notes will be equal to the payment of the principal and three years’ interest in respect of such Notes. That is (i) the initial aggregate principal amount of the relevant Tranche of Notes, plus (ii) three multiplied by the product of (x) the interest rate per annum applicable to such Notes and (y) the initial aggregate principal amount of such Notes; ™ • any defences that the relevant Issuer may assert against a Noteholder, whether available to the relevant Issuer under the terms of the Notes or under English law or otherwise, may, as a rule, also be asserted by the Guarantor against such Noteholder with respect to claims under the related Guarantee (even if the relevant Issuer has itself waived or otherwise not exercised any such defence); ™ • if a Noteholder seeks to enforce the Guarantee against the Guarantor in Switzerland, the Guarantor may petition the competent court to stay the enforcement proceeding against it until such time as insolvency or related proceedings against the relevant Issuer are completed without such Noteholder having been paid in full for amounts owed to it under the Notes, so long as the Guarantor posts sufficient collateral; ™ • in the event of insolvency proceedings in respect of the relevant Issuer, if a Noteholder fails to file its claims against the relevant Issuer under such Note or to do everything conscionable to safeguard its rights under such Note in such proceedings, such Noteholder will forfeit its claims against the Guarantor under the related Guarantee if and to the extent that the Guarantor suffers damages as a result of such failure; and ™ • in accordance with Swiss law on suretyships, a Noteholder cannot make any further claim under or in connection with the Guarantee after its termination date, unless legal proceedings are initiated by such Noteholder prior to the end of the four week period following such termination date and pursued by such Noteholder without significant interruption. THIS GUARANTEE is entered into on [issue date] by Nestlé S.A. for the benefit of the Relevant Account Holders [(as defined in the Agency Agreement referred to below)][(as defined in the Note Agency Agreement referred to below)] and the holders for the time being of the Notes (as defined below) [and the interest coupons appertaining to the Notes (the “Coupons”)]. Each Relevant Account Holder[,] [and] each holder of a Note [and each holder of a Coupon] is a “Holder”.

NESTLÉ S. A. X. Xxxxxx Xxxxxx 00 0000 Xxxxx Xxxxx, Xxxxxxxxxxx Telefax No: + 41 21 924 4562 Attention: The Group Treasurer By: ...................................... By: ...................................... [Name and address of Calculation Agent] Telefax No: Attention: By: ............................................ Contact details of the Agent CITIBANK, N.A., LONDON BRANCH Citigroup Centre Canada Square Xxxxxx Caxxxx Xxxxx Xxxxxx X00 0XX Telephone: +000 0 000 0000/42 Telefax: +000 0 000 0000 Email: xxxxxxxxxxxxxxxxxxx@xxxx.xxx Attention: Agency & Trust Appendix C Form of the Guarantee Guarantee‌ In respect of each Tranche of Notes issued by Nestlé Holdings, Inc. and by Nestlé Finance International Ltd., the Guarantor will execute and deliver a Guarantee in substantially the form (subject to completion) set out below. Each Guarantee will be deposited for the benefit of the relevant Noteholders [and Couponholders] with the [Agent][Transfer Agent]. The form of the Guarantee set out below is a joint and several suretyship (cautionnement solidaire) pursuant to Article 496 of the Swiss Code of Obligations. Such a guarantee is accessory in nature, which means that its enforceability is dependent upon the legal validity and enforceability of the primary obligation to which it relates. This means that the Guarantor will only have an obligation to pay a Noteholder an amount under the Guarantee if and to the extent such Noteholder has a legally valid and enforceable claim against the relevant Issuer to pay such amount under the relevant Tranche of Notes. A joint and several suretyship pursuant to Article 496 of the Swiss Code of Obligations is also governed by a number of statutory provisions of Swiss law that are designed to protect the surety, among other things, that: ™ • the terms of the Guarantee will limit the aggregate amount payable by the Guarantor to the Noteholders (including amounts in respect of principal, interest and other amounts due and unpaid under the Notes) to a fixed amount in the Specified Currency of the Notes, the so- called Maximum Guarantee Amount. The Maximum Guarantee Amount under the Guarantee relating to each Tranche of Notes will be equal to the payment of the principal and three years’ interest in respect of such Notes. That is (i) the initial aggregate principal amount of the relevant Tranche of Notes, plus (ii) three multiplied by the product of (x) the interest rate per annum applicable to such Notes and (y) the initial aggregate principal amount of such Notes; ™ • any defences that the relevant Issuer may assert against a Noteholder, whether available to the relevant Issuer under the terms of the Notes or under English law or otherwise, may, as a rule, also be asserted by the Guarantor against such Noteholder with respect to claims under the related Guarantee (even if the relevant Issuer has itself waived or otherwise not exercised any such defence); ™ • if a Noteholder seeks to enforce the Guarantee against the Guarantor in Switzerland, the Guarantor may petition the competent court to stay the enforcement proceeding against it until such time as insolvency or related proceedings against the relevant Issuer are completed without such Noteholder having been paid in full for amounts owed to it under the Notes, so long as the Guarantor posts sufficient collateral; ™ • in the event of insolvency proceedings in respect of the relevant Issuer, if a Noteholder fails to file its claims against the relevant Issuer under such Note or to do everything conscionable to safeguard its rights under such Note in such proceedings, such Noteholder will forfeit its claims against the Guarantor under the related Guarantee if and to the extent that the Guarantor suffers damages as a result of such failure; and ™ • in accordance with Swiss law on suretyships, a Noteholder cannot make any further claim under or in connection with the Guarantee after its termination date, unless legal proceedings are initiated by such Noteholder prior to the end of the four week period following such termination date and pursued by such Noteholder without significant interruption. THIS GUARANTEE is entered into on [issue date] by Nestlé S.A. for the benefit of the Relevant Account Holders [(as defined in the Agency Agreement referred to below)][(as defined in the Note Agency Agreement referred to below)] and the holders for the time being of the Notes (as defined below) [and the interest coupons appertaining to the Notes (the “Coupons”)]. Each Relevant Account Holder[,] [and] each holder of a Note [and each holder of a Coupon] is a “Holder”.