NORDIC INVESTMENT BANK Medium-Term Notes, Series D AMENDMENT NO. 2 TO THE FISCAL AGENCY AGREEMENT DATED MAY 22, 2007
Exhibit VIII
Medium-Term Notes, Series D
AMENDMENT NO. 2 TO THE
FISCAL AGENCY AGREEMENT DATED MAY 22, 2007
FISCAL AGENCY AGREEMENT DATED MAY 22, 2007
December 17, 2010
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
| Attention: | Agency & Trust Xxxx Xxxxxx |
Dear Sirs:
1. Introduction. In connection with the Medium-Term Notes, Series D (the “Notes”) of
the Nordic Investment Bank (“NIB”) and the fiscal agency agreement dated as of May 22. 2007 between
NIB and you in respect of the Notes (the “Fiscal Agency Agreement”), as amended by the Amendment
No. 1 thereto dated October 2, 2009 (“Amendment No. 1”), NIB confirms with you this agreement to
amend the Fiscal Agency Agreement (the “Amendment”) effective as of the date hereof as follows:
2. Defined Terms.
(i) All references in the Fiscal Agency Agreement, including in the Exhibits thereto,
to “this Agreement” or the “Fiscal Agency Agreement” shall be understood to refer to the
Fiscal Agency Agreement as amended by Amendment No. 1 and this Amendment.
(ii) Except to the extent otherwise provided herein, capitalized terms used but not
defined herein shall have the same meanings assigned to such terms in the Fiscal Agency
Agreement.
3. Amendment to the Cover Page. The cover page to the Fiscal Agency Agreement shall
be and hereby is amended by deleting “$10,000,000,000” and substituting therefor “$20,000,000,000.”
4. Amendment to Section 1. The first paragraph of Section 1 shall be and hereby is
amended and restated as follows:
“General. The Bank proposes to issue from time to time its Medium-Term Notes,
Series D (collectively, the “Notes”) pursuant to the Selling Agency Agreement, dated May 22,
2007, as amended from time to time (the “Selling Agency Agreement”), among the Bank and the
agents named therein (the “Agents”), having an aggregate initial public offering price or
purchase price of up to
U.S. $20,000,000,000 or the equivalent thereof in other currencies or composite currencies.”
5. Amendment to Section 4.
(i) Section 4(a) shall be and hereby is amended by deleting the first reference to
“$10,000,000,000” and substituting therefor “$20,000,000,000.”
(ii) Section 4(a) shall be and hereby is further amended by deleting the second
reference to “$10,000,000,000” and substituting therefor “U.S. $20,000,000,000.”
(iii) The second sentence of Section 4(d) shall be and hereby is amended and restated
as follows:
“Each Note will have been executed by the manual or facsimile signatures of any
two duly authorized signatories of the Bank.”
6. Amendment to Section 6. Section 6(d) shall be and hereby is amended by deleting
“the Bank of New York” and substituting therefor “The Bank of New York Mellon (formerly known as
The Bank of New York).”
7. Amendment to Section 10. Section 10 shall be and hereby is amended by deleting
“TARGET” and substituting therefor “TARGET2.”
8. Amendment to Section 18. Section 18 shall be and hereby is amended by deleting
“National Association of Securities Dealers, Inc.” and substituting therefor “Financial Industry
Regulatory Authority, Inc.”
9. Amendment to Section 26. The first sentence of Section 26(c) shall be and hereby
is amended and restated as follows:
“The Bank hereby appoints the Honorary Consulate General of Sweden, with an office at
000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A., as the agent (the
“Authorized Agent”) upon whom process may be served in any action brought against the Bank
in the courts of the State of New York or the courts of the United States of America, in
either case located in The City of New York, arising out of or based on the Agreement or the
Notes.”
10. Amendment to Section 27. Section 27(i) shall be and hereby is amended and
restated as follows:
“Nordic Investment Bank
Xxxxxxxxxxxx 00
X.X. Xxx 000
XXX-00000 Xxxxxxxx, Xxxxxxx
Attention: Chief Financial Officer
Telephone: x000 00 000 000
Telefax: x000 00 000 0000”
Xxxxxxxxxxxx 00
X.X. Xxx 000
XXX-00000 Xxxxxxxx, Xxxxxxx
Attention: Chief Financial Officer
Telephone: x000 00 000 000
Telefax: x000 00 000 0000”
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11. Amendments to the Exhibits.
(i) Each reference in the Exhibits to “The Depositary Trust Company” shall be and
hereby is deleted and replaced with a reference to “The Depository Trust Company.”
(ii) Each reference in the Exhibits to “Cede & Co” shall be and hereby is deleted and
replaced with a reference to “Cede & Co.”
(iii) Each reference in the Exhibits to “National Association of Securities Dealers,
Inc.” shall be and hereby is deleted and replaced with a reference to “Financial Industry
Regulatory Authority, Inc.”
(iv) Each reference in the Exhibits to the “TARGET System” shall be and hereby is
deleted and replaced with a reference to the “TARGET2 System.”
12. Amendments to Exhibit A.
(i) The heading of Exhibit A shall be and hereby is amended by deleting “May 22, 2007”
and substituting therefor “December 17, 2010.”
(ii) The reference to “Citigroup Global Markets, Inc.” in the first paragraph of
Exhibit A shall be and hereby is amended and restated as “Citigroup Global Markets Inc.”
(iii) The first sentence of the section entitled “Issuance” under Part I of Exhibit A
shall be and hereby is amended and restated as follows:
“As of the date hereof, NIB will, and from time to time hereafter, NIB may,
issue one or more master global securities in fully registered Form without coupons
attached (each, a “Master Global Note”).”
(iv) The first sentence of the section entitled “Denominations” under Part I of Exhibit
A shall be and hereby is amended by inserting the following to the end of the sentence:
“; provided that, unless otherwise permitted by then current laws and
regulations, any Notes (including Notes denominated in Sterling) that have a
maturity of less than one (1) year and in respect of which the issue proceeds are to
be accepted by NIB in the United Kingdom or whose issue otherwise constitutes a
contravention of section 19 of the Financial Services and Markets Xxx 0000 will have
a minimum denomination of £100,000 (or its equivalent in other currencies).”
(v) Subsection B of the section entitled “Settlement Procedures” under Part I of
Exhibit A shall be and hereby is amended by deleting “$10,000,000,000” and substituting
therefor “U.S. $20,000,000,000.”
(vi) Subsection E of the section entitled “Settlement Procedures” under Part I of
Exhibit A shall be and hereby is amended and restated as follows:
3
“The Fiscal Agent will authenticate the Global Note representing such
Book-Entry Note or, in the case of a Note that will be represented by a Master
Global Note, will make an entry in the records of NIB maintained by the Fiscal Agent
of the further provisions of such Note set forth in the pricing supplement to the
Prospectus Supplement and the Prospectus, in the case of Registered Notes, or the
144A Prospectus, in the case of 144A Notes, relating to the issuance of such Note.”
(vii) The first sentence of the section entitled “Denominations” under Part II of
Exhibit A shall be and hereby is amended by inserting the following to the end of the
sentence:
“; provided that, unless otherwise permitted by then current laws and
regulations, any Notes (including Notes denominated in Sterling) that have a
maturity of less than one (1) year and in respect of which the issue proceeds are to
be accepted by NIB in the United Kingdom or whose issue otherwise constitutes a
contravention of section 19 of the Financial Services and Markets Xxx 0000 will have
a minimum denomination of £100,000 (or its equivalent in other currencies).”
13. Amendments to Exhibit B.
(i) The first and second sentence of the first full paragraph of page B-1 of Exhibit B
shall be and hereby are amended and restated as follows:
“NORDISKA INVESTERINGSBANKEN (Nordic Investment Bank) (“Issuer”), an
international financial institution existing pursuant to an agreement, dated
February 11, 2004 among Denmark, Estonia, Finland, Iceland, Latvia, Lithuania,
Norway and Sweden, which came into force on January 1, 2005, for value received,
hereby promises to pay to Cede & Co. or its registered assigns: (i) on each
principal payment date, including each amortization date, redemption date, repayment
date, maturity date, and extended maturity date, as applicable, of each obligation
identified on the records of Issuer (which records are maintained by Citibank, N.A.
(“Paying Agent”)) as being evidenced by this Registered Master Note, the
principal amount then due and payable for each such obligation, and (ii) on each
interest payment date, if any, the interest then due and payable on the principal
amount for each such obligation.”
(ii) The signature line for “Nordiska Investeringsbanken” on page B-1 of Exhibit B
shall be and hereby is amended and restated as follows:
| “Nordiska Investeringsbanken |
||||
| By: | ||||
| (Authorized Signatory) | ||||
| By: | ||||
| (Authorized Signatory).” | ||||
(iii) The first sentence of the first paragraph of page B-2 of Exhibit B shall be and
hereby is amended and restated as follows:
4
“This Registered Master Note evidences indebtedness of Issuer of a single
Series D and ranks unsubordinated and are designated Medium Term Notes, Series D,
Due Nine Months or More from Date of Issue (the “Debt Obligations”), all issued or
to be issued under and pursuant to a Fiscal Agency Agreement dated as of May 22,
2007, as amended from time to time (the “Fiscal Agency Agreement”), duly executed
and delivered by Issuer to Citibank, N.A., as fiscal agent (“Fiscal Agent”), to
which Fiscal Agency Agreement and all fiscal agency agreements supplemental thereto
reference is hereby made for a description of the rights, duties, and immunities
thereunder of the Fiscal Agent and the rights thereunder of the holders of the Debt
Obligations.”
(iv) The first paragraph of page B-2 of Exhibit B shall be and hereby is amended by
deleting “$10,000,000,000” and substituting therefor “U.S. $20,000,000,000.”
(iv) The fourth paragraph of page B-2 of Exhibit B shall be and hereby is amended and
restated as follows:
“FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
this Registered Master Note and all rights hereunder, hereby irrevocably
constituting and appointing attorney to transfer said Registered
Master Note on the books of Issuer with full power of substitution in the premises.”
(v) The references to “May 22, 2007” in the heading and the first full paragraph of
page B-4 of Exhibit B shall be and hereby are deleted and replaced with references to
“December 17, 2010.”
(vi) The reference “THE PROSPECTUS SUPPLEMENT DATED MAY 22, 2007” in second full
paragraph of page B-4 of Exhibit B shall be and hereby is amended and restated as “THE
PROSPECTUS SUPPLEMENT DATED MAY 22, 2007 (OR ANY PROSPECTUS SUPPLEMENT REPLACING SUCH
PROSPECTUS SUPPLEMENT).”
(vii) The first sentence of the first paragraph under the heading “General” on page B-4
of Exhibit B shall be and hereby is amended and restated as follows:
“This Note is one of a duly authorized issue of Medium-Term Notes, Series D
(the “Notes”) of Nordic Investment Bank, due not less than nine months from date of
issue, limited in aggregate principal amount at any time to U.S. $20,000,000,000, or
the equivalent thereof in other currencies or composite currencies, less the
aggregate in U.S. dollars of the principal amount of all indebtedness of the Issuer
in this Series D issued up to such time.”
5
(viii) The reference to the “Fiscal Agency Agreement, dated as of May 22, 2007” in the
first paragraph under the heading “General” on page B-5 of Exhibit B shall be and hereby is
amended and restated as the “Fiscal Agency Agreement, dated as of May 22, 2007, as amended
from time to time.”
(ix) The first sentence of the second paragraph under the heading “Governing Law;
Waiver” on page B-15 of Exhibit B shall be and hereby is amended and restated as follows:
“As more fully set forth in the Fiscal Agency Agreement and except as limited
therein, NIB has appointed the Honorary Consulate General of Sweden as its
authorized agent upon which process may be served in any action arising out of or
based on the Notes which may be instituted in any State or Federal court in the City
of New York, and NIB hereby expressly accepts (to the fullest extent permitted by
law) the jurisdiction of any such court in respect of any such action.”
14. Amendments to Exhibit C.
(i) The second sentence of the third paragraph on page D-2 of Exhibit C shall be and
hereby is amended and restated as follows:
“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO NIB OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.”
(ii) The first and second sentence of the fourth paragraph on page D-2 of Exhibit C
shall be and hereby are amended and restated as follows:
“NORDISKA INVESTERINGSBANKEN (Nordic Investment Bank) (“Issuer”), an
international financial institution existing pursuant to an agreement, dated
February 11, 2004 among Denmark, Estonia, Finland, Iceland, Latvia, Lithuania,
Norway and Sweden, which came into force on January 1, 2005, for value received,
hereby promises to pay to Cede & Co. or its registered assigns: (i) on each
principal payment date, including each amortization date, redemption date, repayment
date, maturity date, and extended maturity date, as applicable, of each obligation
identified on the records of Issuer (which records are maintained by Citibank, N.A.
(“Paying Agent”)) as being evidenced by this 144A Master Note, the
principal amount then due and payable for each such obligation, and (ii) on each
interest payment date, if any, the interest then due and payable on the principal
amount for each such obligation.”
(iii) The signature line for “Nordiska Investeringsbanken” on page D-3 of Exhibit C
shall be and hereby is amended and restated as follows:
6
| “Nordiska Investeringsbanken |
||||
| By: | ||||
| (Authorized Signatory) | ||||
| By: | ||||
| (Authorized Signatory).” | ||||
(iv) The first sentence of the first paragraph of page D-4 of Exhibit C shall be and
hereby is amended and restated as follows:
“This 144A Master Note evidences indebtedness of Issuer of a single Series D
and ranks unsubordinated and are designated Medium Term Notes, Series D, Due Nine
Months or More from Date of Issue (the “Debt Obligations”), all issued or to be
issued under and pursuant to a Fiscal Agency Agreement dated as of May 22, 2007, as
amended from time to time (the “Fiscal Agency Agreement”), duly executed and
delivered by Issuer to Citibank, N.A., as fiscal agent (“Fiscal Agent”), to which
Fiscal Agency Agreement and all fiscal agency agreements supplemental thereto
reference is hereby made for a description of the rights, duties, and immunities
thereunder of the Fiscal Agent and the rights thereunder of the holders of the Debt
Obligations.”
(v) The first paragraph of page D-4 of Exhibit C shall be and hereby is amended by
deleting “$10,000,000,000” and substituting therefor “U.S. $20,000,000,000.”
(vi) The fourth paragraph of page D-4 of Exhibit C shall be and hereby is amended and
restated as follows:
“FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
this 144A Master Note and all rights hereunder, hereby irrevocably
constituting and
appointing attorney to transfer said 144A Master
Note on the books of Issuer with full power of substitution in the premises.”
(vii) The references to “May 22, 2007” in the heading and the first full paragraph of
page D-6 of Exhibit C shall be and hereby are deleted and replaced with references to
“December 17, 2010.”
(viii) The reference “THE PROSPECTUS SUPPLEMENT DATED MAY 22, 2007” in second full
paragraph of page D-6 of Exhibit C shall be and hereby is amended and restated as “THE
PROSPECTUS SUPPLEMENT DATED MAY 22, 2007 (OR ANY PROSPECTUS SUPPLEMENT REPLACING SUCH
PROSPECTUS SUPPLEMENT).”
(ix) The first sentence of the first paragraph under the heading “General” on page D-6
of Exhibit C shall be and hereby is amended and restated as follows:
7
“This Note is one of a duly authorized issue of Medium-Term Notes, Series D
(the “Notes”) of Nordic Investment Bank, due not less than nine months from date of
issue, limited in aggregate principal amount at any time to U.S. $20,000,000,000, or
the equivalent thereof in other currencies or composite currencies, less the
aggregate in U.S. dollars of the principal amount of all indebtedness of the Issuer
in this Series D issued up to such time.”
(x) The reference to the “Fiscal Agency Agreement, dated as of May 22, 2007” in the
first paragraph under the heading “General” on page D-7 of Exhibit C shall be and hereby is
amended and restated as the “Fiscal Agency Agreement, dated as of May 22, 2007, as amended
from time to time.”
(xi) The first sentence of the second paragraph under the heading “Governing Law;
Waiver” on page D-17 of Exhibit C shall be and hereby is amended and restated as follows:
“As more fully set forth in the Fiscal Agency Agreement and except as limited
therein, NIB has appointed the Honorary Consulate General of Sweden as its
authorized agent upon which process may be served in any action arising out of or
based on the Notes which may be instituted in any State or Federal court in the City
of New York, and NIB hereby expressly accepts (to the fullest extent permitted by
law) the jurisdiction of any such court in respect of any such action.”
15. Amendments to Exhibit D.
(i) The first paragraph and the signature line for “Nordic Investment Bank” on page D-6
of Exhibit D shall be and hereby are amended and restated as follows:
“IN WITNESS WHEREOF, Nordic Investment Bank has caused this Note to be executed
with the facsimile signatures of two duly authorized signatories of the Bank, all in
Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated:
| Nordic Investment Bank |
||||
| By: | ||||
| Authorized Signatory | ||||
| By: | ||||
| Authorized Signatory.” | ||||
(ii) The first sentence of the first paragraph under the heading “General” on page R-1
of Exhibit D shall be and hereby is amended and restated as follows:
“This Note is one of a duly authorized issue of Medium-Term Notes, Series D
(the “Notes”) of Nordic Investment Bank, due not less than nine months from date of
issue, limited in aggregate principal amount at any time to U.S. $20,000,000,000, or
the equivalent thereof in other currencies or
8
composite currencies, less the aggregate in U.S. dollars of the principal
amount of all indebtedness of the Issuer in this Series D issued up to such time.”
(iii) The reference to the “Fiscal Agency Agreement, dated as of May 22, 2007” in the
first paragraph under the heading “General” on page R-1 of Exhibit D shall be and hereby is
amended and restated as the “Fiscal Agency Agreement, dated as of May 22, 2007, as amended
from time to time.”
(iv) The first sentence of the second paragraph under the heading “Governing Law;
Waiver” on page R-7 of Exhibit D shall be and hereby is amended and restated as follows:
“As more fully set forth in the Fiscal Agency Agreement and except as limited
therein, NIB has appointed the Honorary Consulate General of Sweden as its
authorized agent upon which process may be served in any action arising out of or
based on the Notes which may be instituted in any State or Federal court in the City
of New York, and NIB hereby expressly accepts (to the fullest extent permitted by
law) the jurisdiction of any such court in respect of any such action.”
16. Amendments to Exhibit E.
(i) The second sentence of the fifth paragraph on page R-2 of Exhibit E shall be and
hereby is amended and restated as follows:
“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO NIB OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.”
(ii) The first paragraph and the signature line for “Nordic Investment Bank” on page
R-7 of Exhibit E shall be and hereby are amended and restated as follows:
“IN WITNESS WHEREOF, Nordic Investment Bank has caused this Note to be executed
with the facsimile signatures of two duly authorized signatories of the Bank, all in
Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated:
| Nordic Investment Bank |
||||
| By: | ||||
| Authorized Signatory | ||||
9
| By: | ||||
| Authorized Signatory.” | ||||
(iii) The first sentence of the first paragraph under the heading “General” on page E-1
of Exhibit E shall be and hereby is amended and restated as follows:
“This Note is one of a duly authorized issue of Medium-Term Notes, Series D
(the “Notes”) of Nordic Investment Bank, due not less than nine months from date of
issue, limited in aggregate principal amount at any time to U.S. $20,000,000,000, or
the equivalent thereof in other currencies or composite currencies, less the
aggregate in U.S. dollars of the principal amount of all indebtedness of the Issuer
in this Series D issued up to such time.”
(iv) The reference to the “Fiscal Agency Agreement, dated as of May 22, 2007” in the
first paragraph under the heading “General” on page E-1 of Exhibit E shall be and hereby is
amended and restated as the “Fiscal Agency Agreement, dated as of May 22, 2007, as amended
from time to time.”
(v) The first sentence of the second paragraph under the heading “Governing Law;
Waiver” on page R-7 of Exhibit E shall be and hereby is amended and restated as follows:
“As more fully set forth in the Fiscal Agency Agreement and except as limited
therein, NIB has appointed the Honorary Consulate General of Sweden as its
authorized agent upon which process may be served in any action arising out of or
based on the Notes which may be instituted in any State or Federal court in the City
of New York, and NIB hereby expressly accepts (to the fullest extent permitted by
law) the jurisdiction of any such court in respect of any such action.”
17. Amendments to Exhibit F.
(i) The first paragraph and the signature line for “Nordic Investment Bank” on page F-6
of Exhibit F shall be and hereby are amended and restated as follows:
“IN WITNESS WHEREOF, Nordic Investment Bank has caused this Note to be executed
with the facsimile signatures of two duly authorized signatories of the Bank, all in
Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated:
| Nordic Investment Bank |
||||
| By: | ||||
| Authorized Signatory | ||||
| By: | ||||
| Authorized Signatory.” | ||||
10
(ii) The first sentence of the first paragraph under the heading “General” on page R-1
of Exhibit F shall be and hereby is amended and restated as follows:
“This Note is one of a duly authorized issue of Medium-Term Notes, Series D
(the “Notes”) of Nordic Investment Bank, due not less than nine months from date of
issue, limited in aggregate principal amount at any time to U.S. $20,000,000,000, or
the equivalent thereof in other currencies or composite currencies, less the
aggregate in U.S. dollars of the principal amount of all indebtedness of the Issuer
in this Series D issued up to such time.”
(iii) The reference to the “Fiscal Agency Agreement, dated as of May 22, 2007” in the
first paragraph under the heading “General” on page R-1 of Exhibit F shall be and hereby is
amended and restated as the “Fiscal Agency Agreement, dated as of May 22, 2007, as amended
from time to time.”
(iv) The first sentence of the second paragraph under the heading “Governing Law;
Waiver” on page R-11 of Exhibit F shall be and hereby is amended and restated as follows:
“As more fully set forth in the Fiscal Agency Agreement and except as limited
therein, NIB has appointed the Honorary Consulate General of Sweden as its
authorized agent upon which process may be served in any action arising out of or
based on the Notes which may be instituted in any State or Federal court in the City
of New York, and NIB hereby expressly accepts (to the fullest extent permitted by
law) the jurisdiction of any such court in respect of any such action.”
18. Amendments to Exhibit G.
(i) The second sentence of the fifth paragraph on page G-2 of Exhibit G shall be and
hereby is amended and restated as follows:
“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO NIB OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.”
(ii) The first paragraph and the signature line for “Nordic Investment Bank” on page
G-8 of Exhibit G shall be and hereby are amended and restated as follows:
“IN WITNESS WHEREOF, Nordic Investment Bank has caused this Note to be executed
with the facsimile signatures of two duly authorized signatories of the Bank, all in
Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
11
Dated:
| Nordic Investment Bank |
||||
| By: | ||||
| Authorized Signatory | ||||
| By: | ||||
| Authorized Signatory.” | ||||
(iii) The first sentence of the first paragraph under the heading “General” on page I-1
of Exhibit G shall be and hereby is amended and restated as follows:
“This Note is one of a duly authorized issue of Medium-Term Notes, Series D
(the “Notes”) of Nordic Investment Bank, due not less than nine months from date of
issue, limited in aggregate principal amount at any time to U.S. $20,000,000,000, or
the equivalent thereof in other currencies or composite currencies, less the
aggregate in U.S. dollars of the principal amount of all indebtedness of the Issuer
in this Series D issued up to such time.”
(iv) The reference to the “Fiscal Agency Agreement, dated as of May 22, 2007” in the
first paragraph under the heading “General” on page I-1 of Exhibit G shall be and hereby is
amended and restated as the “Fiscal Agency Agreement, dated as of May 22, 2007, as amended
from time to time.”
(v) The first sentence of the second paragraph under the heading “Governing Law;
Waiver” on page G-11 of Exhibit G shall be and hereby is amended and restated as follows:
“As more fully set forth in the Fiscal Agency Agreement and except as limited
therein, NIB has appointed the Honorary Consulate General of Sweden as its
authorized agent upon which process may be served in any action arising out of or
based on the Notes which may be instituted in any State or Federal court in the City
of New York, and NIB hereby expressly accepts (to the fullest extent permitted by
law) the jurisdiction of any such court in respect of any such action.”
19. Amendments to Exhibit H.
(i) The first paragraph and the signature line for “Nordic Investment Bank” on page H-4
of Exhibit H shall be and hereby are amended and restated as follows:
“IN WITNESS WHEREOF, Nordic Investment Bank has caused this Note to be executed
with the facsimile signatures of two duly authorized signatories of the Bank, all in
Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated:
| Nordic Investment Bank |
||||
| By: | ||||
| Authorized Signatory | ||||
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| By: | ||||
| Authorized Signatory.” | ||||
(ii) The first sentence of the first paragraph under the heading “General” on page H-1
of Exhibit H shall be and hereby is amended and restated as follows:
“This Note is one of a duly authorized issue of Medium-Term Notes, Series D
(the “Notes”) of Nordic Investment Bank, due not less than nine months from date of
issue, limited in aggregate principal amount at any time to U.S. $20,000,000,000, or
the equivalent thereof in other currencies or composite currencies, less the
aggregate in U.S. dollars of the principal amount of all indebtedness of the Issuer
in this Series D issued up to such time.”
(iii) The reference to the “Fiscal Agency Agreement, dated as of May 22, 2007” in the
first paragraph under the heading “General” on page H-1 of Exhibit H shall be and hereby is
amended and restated as the “Fiscal Agency Agreement, dated as of May 22, 2007, as amended
from time to time.”
(iv) The first sentence of the second paragraph under the heading “Governing Law;
Waiver” on page H-11 of Exhibit H shall be and hereby is amended and restated as follows:
“As more fully set forth in the Fiscal Agency Agreement and except as limited
therein, NIB has appointed the Honorary Consulate General of Sweden as its
authorized agent upon which process may be served in any action arising out of or
based on the Notes which may be instituted in any State or Federal court in the City
of New York, and NIB hereby expressly accepts (to the fullest extent permitted by
law) the jurisdiction of any such court in respect of any such action.”
20. Amendments to Exhibit I.
(i) The second sentence of the fifth full paragraph on page G-2 of Exhibit I shall be
and hereby is amended and restated as follows:
“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO NIB OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.”
(ii) The first paragraph and the signature line for “Nordic Investment Bank” on page
G-6 of Exhibit I shall be and hereby are amended and restated as follows:
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“IN WITNESS WHEREOF, Nordic Investment Bank has caused this Note to be executed
with the facsimile signatures of two duly authorized signatories of the Bank, all in
Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated:
| Nordic Investment Bank |
||||
| By: | ||||
| Authorized Signatory | ||||
| By: | ||||
| Authorized Signatory.” | ||||
(iii) The first sentence of the first paragraph under the heading “General” on page R-1
of Exhibit I shall be and hereby is amended and restated as follows:
“This Note is one of a duly authorized issue of Medium-Term Notes, Series D
(the “Notes”) of Nordic Investment Bank, due not less than nine months from date of
issue, limited in aggregate principal amount at any time to U.S. $20,000,000,000, or
the equivalent thereof in other currencies or composite currencies, less the
aggregate in U.S. dollars of the principal amount of all indebtedness of the Issuer
in this Series D issued up to such time.”
(iv) The reference to the “Fiscal Agency Agreement, dated as of May 22, 2007” in the
first paragraph under the heading “General” on page R-1 of Exhibit I shall be and hereby
amended and restated as the “Fiscal Agency Agreement, dated as of May 22, 2007, as amended
from time to time.”
(v) The first sentence of the second paragraph under the heading “Governing Law;
Waiver” on page R-11 of Exhibit I shall be and hereby is amended and restated as follows:
“As more fully set forth in the Fiscal Agency Agreement and except as limited
therein, NIB has appointed the Honorary Consulate General of Sweden as its
authorized agent upon which process may be served in any action arising out of or
based on the Notes which may be instituted in any State or Federal court in the City
of New York, and NIB hereby expressly accepts (to the fullest extent permitted by
law) the jurisdiction of any such court in respect of any such action.”
21. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, except with respect to its authorization and execution on
behalf of NIB.
22. Counterparts. This Amendment may be executed in counterparts and the executed
counterparts shall together constitute a single instrument.
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If the foregoing correctly sets forth our agreement, please indicate your acceptance hereof in
the space provided for that purpose below.
| Very truly yours, NORDIC INVESTMENT BANK |
||||
| By | /s/ Lars Eibeholm | |||
| Name: | Lars Eibeholm | |||
| Title: | Vice President CFO, Head of Treasury |
|||
| By | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Chief Counsel | |||
| CONFIRMED AND ACCEPTED, as of December 17, 2010: CITIBANK, N.A. |
||||
| By | /s/ Xxxx Xxxxxx | |||
| Authorized Signatory | ||||
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