Common use of TERMS AND CONDITIONS OF THE BONDS Clause in Contracts

TERMS AND CONDITIONS OF THE BONDS. The following, save for the paragraphs in italics, are the terms and conditions of the Bonds which will be incorporated by reference into the Global Bond and endorsed on the Bonds in definitive form. References to the word “conversion” (and related terms) in the following terms and conditions of the Bonds shall be construed as including references to the conversion of the Bonds into new Ordinary Shares and/or the exchange of Bonds for existing Ordinary Shares. The issue of the €160,000,000 1.25 per cent. Senior Unsecured Convertible Bonds due 2023 (the “Bonds”, which expression shall, unless otherwise indicated, include any further bonds issued pursuant to Condition 17 and consolidated and forming a single series with the Bonds) was (save in respect of any such further bonds that may be issued pursuant to Condition 17) authorised by resolutions of the Board of Directors of Ence Energía y Celulosa, S.A., with its registered office at Xxxxx Xxxxxxx xx Xxxxxxxxx, 14, 28040 Madrid, Spain, (the “Issuer”) passed on 21 February 2018 on the basis of the authorisation granted by the decision taken by the shareholders of the Issuer at the General Meeting held on 30 March 2017. A fiscal, transfer and conversion agency agreement dated 5 March 2018 (the “Fiscal Agency Agreement”) has been entered into in relation to the Bonds between the Issuer, The Bank of New York Mellon, London Branch as fiscal agent (the “Fiscal Agent”, which expression shall include any successor as fiscal agent under the Fiscal Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together with the Fiscal Agent, being referred to below as the “Paying, Transfer and Conversion Agents”, which expression shall include their successors as Paying, Transfer and Conversion Agents under the Fiscal Agency Agreement) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Fiscal Agency Agreement). The Issuer has in addition, entered into a calculation agency agreement dated 5 March 2018 (the “Calculation Agency Agreement”) with Conv-Ex Advisors Limited (the “Calculation Agent”, which expression shall include any successor as calculation agent under the Calculation Agency Agreement) pursuant to which the Calculation Agent has been appointed to make certain calculations in relation to the Bonds. Copies of the Fiscal Agency Agreement, the Calculation Agency Agreement and these terms and conditions (the “Conditions”) are available during normal business hours at the specified office of each of the Paying, Transfer and Conversion Agents and the Registrar. The Bondholders are deemed to have notice of all the provisions of the Fiscal Agency Agreement which are applicable to them. The Fiscal Agency Agreement includes the form of the Bonds. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Fiscal Agency Agreement. The Issuer, as required by Spanish law, has executed an escritura pública (the “Public Deed”) before a Spanish notary public in relation to the issue of the Bonds and has registered the Public Deed with the Mercantile Registry of Madrid. The Public Deed contains, among other information, these Conditions. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Fiscal Agency Agreement unless the context otherwise requires or unless otherwise stated.

TERMS AND CONDITIONS OF THE BONDS. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY ANY DEPOSIT INSURANCE SCHEME. THIS OBLIGATION IS SUBORDINATED TO CLAIMS OF DEPOSITORS AND OTHER CREDITORS, IS UNSECURED, AND IS INELIGBILE AS COLLATERAL FOR A LOAN BY AB BANK LIMITED. The following, subject to amendment and save for the paragraphs in italics, are the terms Terms and conditions Conditions of the Bonds which will be incorporated by reference into the Global Bond and endorsed on the Bonds in definitive form. References to the word “conversion” (and related terms) in the following terms and conditions of the Bonds shall be construed as including references to the conversion of the Bonds into new Ordinary Shares and/or the exchange of Bonds for existing Ordinary Shares. Bonds: The issue of the €160,000,000 1.25 per cent. Senior Unsecured Convertible BDT 4,000,000,000 aggregate principal amount of Subordinated Bonds due 2023 2022 (the “Bonds”, which expression shall, unless otherwise indicated, include any further bonds issued pursuant to Condition 17 and consolidated and forming a single series with the Bonds) was (save in respect of any such further bonds that may be issued pursuant to Condition 17) authorised by resolutions of the Board of Directors of Ence Energía y Celulosa, S.A., with its registered office at Xxxxx Xxxxxxx xx Xxxxxxxxx, 14, 28040 Madrid, Spain, AB Bank Limited (the “Issuer”) passed on 21 February 2018 on was authorised by the basis Board of Directors of the authorisation granted by the decision taken by Issuer on 12 April 2015 and the shareholders of the Issuer at on 17 May 2015. The Bonds are constituted by the General Meeting held trust deed ((as amended or supplemented from time to time) the “Trust Deed”) to be dated on 30 March 2017. A fiscal, transfer or about [month ] 2015 made between the Issuer and conversion agency agreement dated 5 March 2018 IDLC FINANCE LIMITED as trustee for the holders of the Bonds (the “Fiscal Agency Agreement”) has been entered into in relation to the Bonds between the Issuer, The Bank of New York Mellon, London Branch as fiscal agent (the “Fiscal AgentTrustee”, which expression shall term shall, where the context so permits, include any successor as fiscal agent under the Fiscal Agency Agreement), the paying, transfer and conversion agents all other persons or companies for the time being acting as trustee or trustees under the Trust Deed) and are subject to the agency agreement to be dated on or about [month ] 2015 (such personsas amended and/or supplemented from time to time, the "Agency Agreement") between the Trustee, AB INVESTMENT LIMITED. as paying agent (together with its successors, the "Paying Agent"), AB INVESTMENT LIMITED as registrar (together with its successors, the "Registrar") and AB INVESTMENT LIMITED as transfer agent (together with its successors, the "Transfer Agent" and, together with the Fiscal Registrar and the Paying Agent, being referred the "Agents") relating to below as the “Paying, Transfer and Conversion Agents”, which expression shall include their successors as Paying, Transfer and Conversion Agents under the Fiscal Agency Agreement) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Fiscal Agency Agreement). The Issuer has in addition, entered into a calculation agency agreement dated 5 March 2018 (the “Calculation Agency Agreement”) with Conv-Ex Advisors Limited (the “Calculation Agent”, which expression shall include any successor as calculation agent under the Calculation Agency Agreement) pursuant to which the Calculation Agent has been appointed to make certain calculations in relation to the Bonds. Copies of the Fiscal Agency Agreement, the Calculation Agency Agreement and these terms and conditions (the “Conditions”) are available during normal business hours at the specified office of each of the Paying, Transfer and Conversion Agents and the Registrar. The Bondholders are deemed to have notice of all the provisions of the Fiscal Agency Agreement which are applicable to them. The Fiscal Agency Agreement includes the form of the Bonds. The statements in these Conditions terms and conditions of the Bonds (these "Conditions") include summaries of, and are subject to, the detailed provisions of the Fiscal Agency AgreementTrust Deed. The Issuer, as required by Spanish law, has executed an escritura pública (the “Public Deed”) before a Spanish notary public in relation to the issue of the Bonds and has registered the Public Deed with the Mercantile Registry of Madrid. The Public Deed contains, among other information, these Conditions. Capitalised terms used but not Unless otherwise defined in these Conditions, terms used in these Conditions shall have the meanings attributed to them meaning specified in the Fiscal Trust Deed. Copies of the Trust Deed and the Agency Agreement unless are available for inspection during usual business hours at the context otherwise requires or unless otherwise statedprincipal office for the time being of the Trustee (presently at Bay’s Galleria, 00 Xxxxxxx Xxxxxx, Xxxxx – 0000, Xxxxxxxxxx) and at the registered office of the Trustee. The Bondholders are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them.

TERMS AND CONDITIONS OF THE BONDS. The following, save for following is the paragraphs in italics, are text of the terms Terms and conditions Conditions of the Bonds which (subject to modification) will be incorporated by reference into the Global Bond and endorsed on the Bonds each Bond in definitive form. References to the word “conversion” form (and related terms) in the following terms and conditions of the Bonds shall be construed as including references to the conversion of the Bonds into new Ordinary Shares and/or the exchange of Bonds for existing Ordinary Shares. if issued): The issue of the €160,000,000 1.25 per cent. Senior Unsecured Convertible 7.625% Guaranteed Bonds due 2023 2005 (the “Bonds”, which expression shallshall in these Conditions, unless the context otherwise indicatedrequires, include any further bonds issued pursuant to Condition 17 and consolidated 15 and forming a single series with the Bonds) was (save in respect of any such further bonds that may be issued pursuant to Condition 17) authorised by resolutions of the Board of Directors of Ence Energía y Celulosa, S.A., with its registered office at Xxxxx Xxxxxxx xx Xxxxxxxxx, 14, 28040 Madrid, Spain, Milacron Capital Holdings B.V. (the “Issuer”) passed on 21 February 2018 on are issued subject to and with the basis benefit of the authorisation granted by the decision taken by the shareholders of the Issuer at the General Meeting held on 30 March 2017. A fiscala Fiscal Agency Agreement to be dated April 6, transfer and conversion agency agreement dated 5 March 2018 2000 (the “Fiscal Agency Agreement”) has been entered into in relation to the Bonds made between the Issuer, The Milacron Inc., as guarantor, (the “Guarantor”). Deutsche Bank of New York Mellon, AG London Branch as fiscal and paying agent (the “Fiscal Agent”, which expression shall include any successor as fiscal agent under the Fiscal Agency Agreement), the paying, transfer ) and conversion agents for the time being (such persons, together with the Fiscal Agent, being referred to below Deutsche Bank Luxembourg S.A. as the initial paying agent (a “Paying, Transfer Paying Agent” and Conversion Agents”, collectively with any additional or successor paying agents which expression shall include their successors as Paying, Transfer and Conversion Agents under the Fiscal Agency Agreement) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Fiscal Agency Agreement). The Issuer has in addition, entered into a calculation agency agreement dated 5 March 2018 (the “Calculation Agency Agreement”) with Conv-Ex Advisors Limited (the “Calculation Agent”, which expression shall include any successor as calculation agent under the Calculation Agency Agreement) may be appointed from time to time pursuant to which the Calculation Agent has been appointed to make certain calculations in relation to the Bonds. Copies of the Fiscal Agency Agreement, the Calculation Agency Agreement “Paying Agents”). The issue of the Bonds was authorised by a resolution of the Board of Directors of the Issuer passed on March 27, 2000 and these terms and conditions the guarantee in respect of the Bonds (the “ConditionsGuarantee”) are available during normal business hours at the specified office of each is given in accordance with a resolution of the Paying, Transfer and Conversion Agents and the Registrar. The Bondholders are deemed to have notice Board of all the provisions Directors of the Fiscal Agency Agreement which are applicable to them. The Fiscal Agency Agreement includes the form of the BondsGuarantor passed on July 29,1999. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Fiscal Agency Agreement. The Issuer, as required by Spanish law, has executed an escritura pública (the “Public Deed”) before a Spanish notary public in relation to the issue Copies of the Bonds and has registered the Public Deed with the Mercantile Registry of Madrid. The Public Deed contains, among other information, these Conditions. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Fiscal Agency Agreement unless are available for inspection during normal business hours by the context otherwise requires or unless otherwise statedholders of the Bonds (the “Bondholders”) and the holders of the interest coupons appertaining to the Bonds (the “Couponholders” and the “Coupons” respectively) at the specified office of each of the Paying Agents. The Bondholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Fiscal Agency Agreement applicable to them. References in these Conditions to the Fiscal Agent and the other Paying Agents shall include any successor appointed under the Fiscal Agency Agreement.

TERMS AND CONDITIONS OF THE BONDS. The following, save for the paragraphs in italics, are the terms and conditions of the Bonds which will be incorporated by reference into the Global Bond and endorsed on the Bonds in definitive form. References to the word “conversion” (and related terms) in the following terms and conditions of the Bonds shall be construed as including references to the conversion of the Bonds into new Ordinary Shares and/or the exchange of Bonds for existing Ordinary Shares. The issue of the €160,000,000 1.25 US$150,000,000. 6.5 per cent. Senior Unsecured Convertible Bonds due 2023 2019 (the “Bonds”, ” which expression shall, unless otherwise indicated, include any further bonds issued pursuant to Condition 17 and consolidated and forming a single series with the Further Bonds) was (save in respect of any such further bonds that may be issued pursuant to Condition 17Further Bonds) authorised by resolutions a resolution of the Board of Directors of Ence Energía y Celulosa, S.A., with its registered office at Xxxxx Xxxxxxx xx Xxxxxxxxx, 14, 28040 Madrid, Spain, Just Energy Group Inc. (the “Issuer”) passed on 21 February 2018 January 2014. The Bonds will be constituted by a trust deed to be dated on the basis of the authorisation granted by the decision taken by the shareholders of the Issuer at the General Meeting held on 30 March 2017. A fiscal, transfer and conversion agency agreement dated 5 March 2018 Closing Date (the “Fiscal Trust Deed”) between the Issuer, U.S. Bank Trustees Limited as trustee for itself and the holders (as defined below) of the Bonds (the “Trustee”, which expression shall include all persons for the time being appointed as the trustee or trustees of the Bonds under the Trust Deed) and Elavon Financial Services Limited, UK Branch as Share Trustee-Custodian (the “Share Trustee-Custodian”). The statements set out in these Terms and Conditions (the “Conditions”) are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bonds. The Bondholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which will be contained in the Agency Agreement to be dated on the Closing Date (the “Agency Agreement”) has been entered into in relation relating to the Bonds between the Issuer, The Bank of New York Mellonthe Trustee and Elavon Financial Services Limited, London UK Branch in its capacity as fiscal agent principal Paying, Transfer and Conversion Agent (the “Fiscal Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as fiscal agent Principal Paying, Transfer and Conversion Agent under the Fiscal Agency Agreement)) and any other Paying, the paying, transfer Transfer and conversion agents Conversion Agents for the time being (such persons, together with the Fiscal Principal Paying, Transfer and Conversion Agent, being referred to below as the “Paying, Transfer and Conversion Agents”, which expression shall include their successors as Paying, Transfer and Conversion Agents under the Fiscal Agency Agreement) and The Bank of New York Xxxxxx XX/NVany other paying, Luxembourg Branch in its capacity as transfer and conversion agent appointed under these Conditions, and the registrar named therein (the “Registrar”, ” which expression shall include any successor as registrar under the Fiscal Agency Agreement). The Issuer has in addition, entered into a calculation agency agreement dated 5 March 2018 (the “Calculation Agency Agreement”) with Conv-Ex Advisors Limited (the “Calculation Agent”, which expression shall include any successor as calculation agent under the Calculation Agency Agreement) pursuant to which the Calculation Agent has been appointed to make certain calculations in relation to the Bonds. Copies of each of the Fiscal Agency Agreement, Trust Deed and the Calculation Agency Agreement and these terms and conditions (the “Conditions”) are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the Closing Date at 000 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx), and at the specified office of each offices of the Paying, Transfer and Conversion Agents and the Registrar. The Bondholders are deemed to have notice of all the provisions of the Fiscal Agency Agreement which are applicable to them. The Fiscal Agency Agreement includes the form of the Bonds. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Fiscal Agency Agreement. The Issuer, as required by Spanish law, has executed an escritura pública (the “Public Deed”) before a Spanish notary public in relation to the issue of the Bonds and has registered the Public Deed with the Mercantile Registry of Madrid. The Public Deed contains, among other information, these Conditions. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them provided in the Fiscal Agency Agreement unless Trust Deed unless, in any case, the context otherwise requires or unless otherwise stated.

TERMS AND CONDITIONS OF THE BONDS. The following, subject to completion and amendment, and save for the paragraphs in italics, are is the terms and conditions text of the Bonds which will be incorporated by reference into the Global Bond Terms and endorsed on the Bonds in definitive form. References to the word “conversion” (and related terms) in the following terms and conditions Conditions of the Bonds shall be construed as including references to the conversion of the Bonds into new Ordinary Shares and/or the exchange of Bonds for existing Ordinary SharesBonds. The issue of the €160,000,000 1.25 per cent. Senior Unsecured Convertible 400,000,000 Equity-Linked Bonds due 2023 2022 (the “Bonds”, which expression shall, unless otherwise indicated, include any further bonds issued pursuant to Condition 17 and consolidated and forming a single series with Further Bonds (as defined below)), convertible into ordinary shares of Snam S.p.A. (the Bonds) “Issuer”), was (save in respect of any such further bonds that may be issued pursuant to Condition 17Further Bonds) authorised by resolutions a resolution of the Board board of Directors directors of Ence Energía y Celulosathe Issuer dated 13 March 2017 and registered with the competent Companies’ register on 15 March 2017. The Issuer has entered into a Paying, S.A., with its registered office at Xxxxx Xxxxxxx xx Xxxxxxxxx, 14, 28040 Madrid, Spain, Transfer and Conversion Agency Agreement dated 20 March 2017 (the “Issuer”) passed on 21 February 2018 on the basis of the authorisation granted by the decision taken by the shareholders of the Issuer at the General Meeting held on 30 March 2017. A fiscal, transfer and conversion agency agreement dated 5 March 2018 (the “Fiscal Agency Agreement”) has been entered into in relation relating to the Bonds between the Issuerwith BNP Paribas Securities Services, The Bank of New York Mellon, London Luxembourg Branch as fiscal agent (the “Fiscal Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as fiscal agent Principal Paying, Transfer and Conversion Agent under the Fiscal Agency Agreement), the payingPaying, transfer Transfer and conversion agents Conversion Agents for the time being (such persons, together with the Fiscal Principal Paying, Transfer and Conversion Agent, being referred to below as the “Paying, Transfer and Conversion Agents”, which expression shall include their successors as Paying, Transfer and Conversion Agents under the Fiscal Agency Agreement) and The Bank of New York Xxxxxx XX/NVBNP Paribas Securities Services, Luxembourg Branch in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Fiscal Agency Agreement). The Agency Agreement includes the form of the Bonds. The Issuer has in addition, also entered into a calculation agency agreement dated 5 March 2018 (the “Calculation Agency Agreement”) Agreement dated 20 March 2017 with Conv-Ex Advisors Limited (the “Calculation Agent”, ” which expression shall include any successor as calculation agent under the Calculation Agency Agreement) pursuant to which whereby the Calculation Agent has been appointed to make certain calculations in relation to the Bonds. Copies The holders of the Fiscal Bonds (the “Bondholders”) are deemed to have notice of all of the provisions of the Agency Agreement, Agreement and the Calculation Agency Agreement applicable to them. Copies of the Agency Agreement and these terms and conditions (the “Conditions”) Calculation Agency Agreement are available during normal business hours for inspection at the specified office of each offices of the Paying, Transfer and Conversion Agents and the Registrar. The Bondholders are deemed to have notice of all the provisions of the Fiscal Agency Agreement which are applicable to them. The Fiscal Agency Agreement includes the form of the Bonds. The statements Each Bond will, subject as set out in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Fiscal Agency Agreement. The Issuer, as required by Spanish law, has executed an escritura pública (the “Public DeedConditions”), entitle the holder, on or after the Physical Settlement Date (as defined in Condition 6.1 (Conversion Rights and Settlement Rights)), to convert such Bond into fully paid ordinary shares in the capital of the Issuer (the “Ordinary Shares”) before a Spanish notary public and, in relation the event the Shareholder Resolution (as defined in Condition 3 (Definitions and Interpretation)) are not passed and the Issuer does not exercise its option to redeem the issue Bonds in full pursuant to Condition 7.2(b) (Redemption following non-passing of the Bonds Shareholder Resolution), to require the redemption of such Bond for cash, in each case in accordance with, and has registered the Public Deed with the Mercantile Registry as described in, Condition 6 (Conversion and Settlement of Madrid. The Public Deed contains, among other information, these Conditions. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Fiscal Agency Agreement unless the context otherwise requires or unless otherwise statedBonds).