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

TERMS AND CONDITIONS OF THE NOTES. The following, subject to amendment and completion and save for the paragraphs in italics, are the terms and conditions of the Notes, substantially as they will appear in the Trust Deed constituting the Notes. The issue of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 (the “Notes”), which expression shall, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save in respect of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006. The Notes are constituted by a trust deed dated 11 October 2006 (the “Trust Deed”) between the Issuer and The Bank of New York (the “Trustee”, which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) as trustee for the holders (as defined below) of the Notes. 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 forms of the Notes. The Noteholders (as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together with the 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 Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Trust Deed unless the context otherwise requires or unless otherwise stated.

TERMS AND CONDITIONS OF THE NOTES. Status of the Notes The following, subject to amendment Notes will be direct and completion and save unconditional obligations of Québec for the paragraphs payment and performance of which the full faith and credit of Québec will be pledged and will not be secured. The Notes will rank equally among themselves and with all notes, debentures or other similar securities issued by Québec and outstanding at the date hereof or in italicsthe future. Form, are Denomination and Registration The Notes will be issued in the form of one or more fully registered global notes (the “Global Notes”) registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and held by Deutsche Bank Trust Company Americas, as custodian for DTC. Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of DTC, the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream, Luxembourg” and, collectively, the “Clearing Systems”). The Clearing Systems will be responsible for establishing and maintaining book-entry accounts for their participants having interests in the Notes. Beneficial owners of Notes will not, except in limited circumstances described herein, be entitled to receive Notes represented by physical certificates or to have Notes registered in their names, and will not be considered holders thereof under the Fiscal Agency Agreement. See “Certificated Notes”. Subject to applicable law and the terms of the Fiscal Agency Agreement, Québec and conditions the Registrar shall deem and treat registered holders of the Notes as the absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary; and all payments to, or on the order of, the registered holders shall be valid and shall discharge the liability of Québec and the Registrar on the Notes to the extent of the sum or sums so paid. The Notes will only be sold in denominations of U.S.$1,000 or any integral multiple thereof. The Registrar will be responsible for (i) maintaining a record of the aggregate holdings of Notes, (ii) ensuring that payments of principal and interest in respect of the Notes received by the Registrar from Québec are duly credited to DTC; and (iii) transmitting to Québec any notices from beneficial owners of Notes. The Registrar will not impose any fees in respect of the Notes, substantially as they will appear in other than reasonable fees for the Trust Deed constituting the replacement of lost, stolen, mutilated or destroyed Notes. The issue However, beneficial owners of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 (the “Notes”), which expression shall, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save may incur fees payable in respect of any such further notes) authorised by a resolution the maintenance and operation of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006. The book-entry accounts in which such Notes are constituted by a trust deed dated 11 October 2006 (the “Trust Deed”) between the Issuer and The Bank of New York (the “Trustee”, which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) as trustee for the holders (as defined below) of the Notes. 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 forms of the Notes. The Noteholders (as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together held with the 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 Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Trust Deed unless the context otherwise requires or unless otherwise statedClearing Systems.

TERMS AND CONDITIONS OF THE NOTES. Status of the Notes The following, subject to amendment Notes will be direct and completion and save unconditional obligations of Québec for the paragraphs payment and performance of which the full faith and credit of Québec will be pledged and will not be secured. The Notes will rank equally among themselves and with all notes, debentures or other similar securities issued by Québec and outstanding at the date hereof or in italicsthe future. Form, are Denomination and Registration The Notes will be issued in the form of one or more fully registered global notes (the “Global Notes”) registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and held by ●, as custodian for DTC. Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of DTC, Euroclear SA/NV (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream, Luxembourg” and, collectively, the “Clearing Systems”). The Clearing Systems will be responsible for establishing and maintaining book-entry accounts for their participants having interests in the Notes. Beneficial owners of Notes will not, except in limited circumstances described herein, be entitled to receive Notes represented by physical certificates or to have Notes registered in their names, and will not be considered holders thereof under the Fiscal Agency Agreement. See “Certificated Notes”. Subject to applicable law and the terms of the Fiscal Agency Agreement, Québec and conditions the Fiscal Agent shall deem and treat registered holders of the Notes as the absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary; and all payments to, or on the order of, the registered holders shall be valid and shall discharge the liability of Québec and the Fiscal Agent on the Notes to the extent of the sum or sums so paid. The Notes will only be sold in denominations of U.S.$5,000 and in multiples of U.S.$1,000 in excess thereof. The Fiscal Agent will be responsible for (i) maintaining a record of the aggregate holdings of Notes, (ii) ensuring that payments of principal and interest in respect of the Notes received by the Fiscal Agent from Québec are duly credited to DTC; and (iii) transmitting to Québec any notices from beneficial owners of Notes. The Fiscal Agent will not impose any fees in respect of the Notes, substantially as they will appear in other than reasonable fees for the Trust Deed constituting the replacement of lost, stolen, mutilated or destroyed Notes. The issue However, beneficial owners of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 (the “Notes”), which expression shall, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save may incur fees payable in respect of any such further notes) authorised by a resolution the maintenance and operation of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006. The book-entry accounts in which such Notes are constituted by a trust deed dated 11 October 2006 (the “Trust Deed”) between the Issuer and The Bank of New York (the “Trustee”, which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) as trustee for the holders (as defined below) of the Notes. 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 forms of the Notes. The Noteholders (as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together held with the 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 Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Trust Deed unless the context otherwise requires or unless otherwise statedClearing Systems.

TERMS AND CONDITIONS OF THE NOTES. The following, subject to amendment and completion and save for following is the paragraphs in italics, are text of the terms and conditions of the NotesNotes which, substantially as they subject to amendment and completion, and except for any text in italics, will appear in be endorsed on each Note Certificate pertaining to the Trust Deed constituting Notes and will be attached and (subject to the Notes. provisions thereof) apply to the relevant Global Note: The issue of the US$500,000,000 2.25 U.S.$750,000,000 5.50 per cent. Convertible Notes notes due 2013 2022 (the “Notes”), which expression shall, unless otherwise indicated, include includes any further notes issued pursuant to Condition 18 and consolidated 16 (Further Issues) and forming a single series with the Notes, was (save in respect therewith) of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. BTA Bank (the “IssuerBank”) passed on 30 August 2006. The Notes are (a) constituted by by, and subject to, and have the benefit of a trust deed dated 11 October 2006 21 December 2012 (as amended or supplemented from time to time, the “Trust Deed”) between the Issuer Bank and The Bank of New York BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”, which expression shall include includes all persons for the time being appointed as trustee for the trustee or trustees holders of the Notes (“Noteholders”) under the Trust Deed), and (b) as trustee for the holders subject of an agency agreement dated 21 December 2012 (as defined belowamended or supplemented from time to time, the “Agency Agreement”) between the Bank, the Trustee, The Bank of the Notes. The statements set out in these Terms New York Mellon, as principal paying and Conditions transfer agent (the “ConditionsPrincipal Paying and Transfer Agent”; which expression includes any successor or additional paying and transfer agents appointed from time to time in connection with the Notes), and The Bank of New York Mellon (Luxembourg) S.A. as registrar (the “Registrar”, which expression shall include any successor registrar appointed from time to time in connection with the Notes). Certain provisions of these Conditions are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes Deed and the forms of the NotesAgency Agreement and subject to their detailed provisions. The Noteholders (as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions the Agency Agreement applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together with the 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 Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement)them. Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the principal office Specified Offices of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Principal Paying and Transfer Agent. Copies are also available for inspection during normal business hours at the specified offices registered office for the time being of the Paying, Trustee. References herein to the “Agents” are to the Registrar and the Paying and Transfer and Conversion Agents and the Registrarany reference to an “Agent” is to any one of them. Capitalised terms used but not Terms defined in these Conditions shall have the meanings attributed to them in the Trust Deed shall, unless otherwise defined herein or the context otherwise requires or unless otherwise statedotherwise, bear the same meanings herein.

TERMS AND CONDITIONS OF THE NOTES. The following, subject to amendment and completion and save for the paragraphs in italics, are the terms and conditions of the Notes, substantially as they will appear in the Trust Deed constituting the Notes. The issue of the US$500,000,000 2.25 U.S.$279,000,000 5.125 per cent. Convertible Exchangeable Notes due 2013 2017 (the “Notes”)) of Abengoa, which expression shall, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save in respect of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. (the “Issuer”) was authorised by a resolution of the general shareholders meeting held on 6 April 2014 and of the Board of Directors of the Issuer passed on 30 August 20069 February 2015 and of the President of the Board of Directors of the Issuer passed on 26 February 2015. The Notes are constituted by Issuer has entered into a trust deed dated 11 October 2006 fiscal agency agreement (the “Trust DeedAgency Agreement”) between with Citibank, N.A., as registrar and as principal paying, transfer and exchange agent and Bondholders, S.L. as commissioner of the Issuer Syndicate of Noteholders. The registrar and The Bank of New York (the principal paying, transfer and exchange agent and the other paying, transfer and exchange agents for the time being are referred to below, respectively, as the “TrusteeRegistrar”, the “Principal Paying, Transfer and Exchange Agent” and the “Paying, Transfer and Exchange Agents” (which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) as trustee for the holders (as defined below) of the NotesPrincipal Paying, Transfer and Exchange Agent). The statements set out in these Terms terms and Conditions conditions of the Notes (the “Conditions”) are include summaries of, and are subject to, the detailed provisions of the Trust DeedAgency Agreement, which includes the forms of the Notes. The Noteholders (as defined below) are entitled Issuer has also entered into a Calculation Agency Agreement relating to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement Notes dated 11 October 2006 5 March 2015 (the “Calculation Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent with Conv-Ex Advisors Limited (the “Principal Paying, Transfer and Conversion Calculation Agent”, ” which expression shall include any successor as principal payingcalculation agent appointed by the Issuer, transfer and conversion agent under at its expense, from time to time) whereby the Agency Agreement), Calculation Agent has been appointed to make certain calculations in relation to the paying, transfer and conversion agents for the time being (such persons, together Notes. In connection with the Principal Payingoffering of the Notes, Transfer and Conversion AgentAbengoa Yield has agreed with the Issuer to enter into a registration rights agreement with the initial purchasers of the Notes, being referred to below be dated as the “Paying, Transfer and Conversion Agents”, which expression shall include their successors as Paying, Transfer and Conversion Agents under the Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar 5 March 2015 (the “RegistrarRegistration Rights Agreement”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed Agency Agreement, the Calculation Agency Agreement, the Registration Rights Agreement and these terms and conditions (the Agency Agreement “Conditions”) are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and during normal business hours at the specified offices office of each of the Paying, Transfer and Conversion Exchange Agents and the Registrar. The Noteholders are deemed to have notice of all the provisions of the Agency Agreement, the Calculation Agency Agreement, the Registration Rights Agreement and these Conditions which are applicable to them. 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 Notes and has registered the Public Deed with Seville’s Mercantile Registry. 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 Trust Deed Agency Agreement unless the context otherwise requires or unless otherwise stated.

TERMS AND CONDITIONS OF THE NOTES. The following, subject to amendment and completion and save for the paragraphs in italics, are the terms and conditions of the Notes, substantially as they will appear in the Trust Deed constituting the Notes. The issue of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 (the “Notes”), which expression shall, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save in respect of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006. The Notes are constituted by a trust deed dated 11 October 2006 Trust Deed (as further amended or supplemented as at the date of issue of the Notes (the “Issue Date”), the “Trust Deed”) dated 24th September 2003 between InterContinental Hotels Group PLC (the Issuer “Issuer”), Six Continents PLC (the “Guarantor”) and The Bank of New York HSBC Trustee (C.I.) Limited (the “Trustee”, which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) as trustee for the holders Noteholders (as defined below) of the Notes). The statements set out in these Terms These terms and Conditions conditions (the “Conditions”) are include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the forms form of the Bearer Notes, Certificates, Receipts, Coupons and Talons referred to below. An Agency Agreement (as further amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 24th September 2003 has been entered into in relation to the Notes between the Issuer, the Guarantor, the Trustee, HSBC Bank plc as initial issuing and paying agent and the other agents named in it. The Noteholders issuing and paying agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below, respectively, as defined belowthe “Issuing and Paying Agent”, the “Paying Agents” (which expression shall include the Issuing and Paying Agent), the “Registrar”, the “Transfer Agents” (which expression shall include the Registrar) and the “Calculation Agent(s)”. Copies of the Trust Deed and the Agency Agreement and, in respect of listed Notes, the relevant Pricing Supplement, are available for inspection during usual business hours at the specified offices of the Paying Agents and the Transfer Agents. The Noteholders, the holders of the interest coupons (the “Coupons”) appertaining to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) and the holders (the “Receiptholders”) of the receipts for the payment of instalments of principal (the “Receipts”) relating to Notes in bearer form of which the principal is payable in instalments are entitled to the benefit of, and are bound by, and are deemed to have notice of, all of the provisions of the Trust Deed and the relevant Pricing Supplement and are deemed to have notice of those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together with the 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 . No rights are conferred on any person under the Agency AgreementContracts (Rights of Third Parties) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include Xxx 0000 to enforce any successor as registrar under the Agency Agreement). Copies term of the Trust Deed and the Agency Agreement are Notes, but this does not affect any right of any person which exists or is available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Trust Deed unless the context otherwise requires or unless otherwise statedapart from that Act.

TERMS AND CONDITIONS OF THE NOTES. Status of the Notes The following, subject to amendment Notes will be direct and completion and save unconditional obligations of Québec for the paragraphs payment and performance of which the full faith and credit of Québec will be pledged and will not be secured. The Notes will rank equally among themselves and with all notes, debentures or other similar securities issued by Québec and outstanding at the date hereof or in italicsthe future. Form, are Denomination and Registration The Notes will be issued in the form of one or more fully registered global notes (the “Global Notes”) registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and held by Deutsche Bank Trust Company Americas, as custodian for DTC. Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of DTC, the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream, Luxembourg” and, collectively, the “clearing systems”). The clearing systems will be responsible for establishing and maintaining book-entry accounts for their participants having interests in the Notes. Beneficial owners of Notes will not, except in limited circumstances described herein, be entitled to receive Notes represented by physical certificates or to have Notes registered in their names, and will not be considered holders thereof under the Fiscal Agency Agreement. See “Certificated Notes”. Subject to applicable law and the terms of the Fiscal Agency Agreement, Québec and conditions the Registrar shall deem and treat registered holders of the Notes as the absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary; and all payments to, or on the order of, the registered holders shall be valid and shall discharge the liability of Québec and the Registrar on the Notes to the extent of the sum or sums so paid. The Notes will only be sold in denominations of U.S.$1,000 or any integral multiple thereof. The Registrar will be responsible for (i) maintaining a record of the aggregate holdings of Notes, (ii) ensuring that payments of principal and interest in respect of the Notes received by the Registrar from Québec are duly credited to DTC; and (iii) transmitting to Québec any notices from beneficial owners of Notes. The Registrar will not impose any fees in respect of the Notes, substantially as they will appear in other than reasonable fees for the Trust Deed constituting the replacement of lost, stolen, mutilated or destroyed Notes. The issue However, beneficial owners of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 (the “Notes”), which expression shall, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save may incur fees payable in respect of any such further notes) authorised by a resolution the maintenance and operation of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006. The book-entry accounts in which such Notes are constituted by a trust deed dated 11 October 2006 (the “Trust Deed”) between the Issuer and The Bank of New York (the “Trustee”, which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) as trustee for the holders (as defined below) of the Notes. 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 forms of the Notes. The Noteholders (as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together held with the 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 Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Trust Deed unless the context otherwise requires or unless otherwise statedclearing systems.

TERMS AND CONDITIONS OF THE NOTES. The following, subject to amendment and completion and save for the paragraphs in italicsNotes are constituted by, are subject to, and have the terms and conditions of benefit of, a supplemental trust deed dated the Notes, substantially as they will appear in the Trust Deed constituting the Notes. The issue of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 Issue Date specified hereon (the “NotesSupplemental Trust Deed”)) supplemental to a principal trust deed (as further amended or supplemented as at the Issue Date, which expression shallthe “Principal Trust Deed”) dated 8 November 2019, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save in respect of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. each made between Gaz Finance Plc (the “Issuer”) passed on 30 August 2006. The Notes are constituted by a trust deed dated 11 October 2006 (the “Trust Deed”) between the Issuer and The Bank of New York Deutsche Trustee Company Limited (the “Trustee”, which expression shall include all persons any trustee or trustees for the time being appointed as the trustee or trustees under the Trust Deed) as trustee and successors thereof for the holders of the Notes (the “Noteholders”). The Principal Trust Deed and the Supplemental Trust Deed as modified from time to time in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified, are together referred to as the “Trust Deed”. The Issuer has authorised the creation, issue and sale of the Notes for the sole purpose of financing a loan (the “Loan”) as specified hereon to Public Joint Stock Company Gazprom (the “Borrower”). The Issuer and the Borrower have recorded the terms of the Loan in a facility agreement (the “Facility Agreement”) dated 8 November 2019, as supplemented on the Issue Date specified hereon by a loan supplement (the “Loan Supplement”) each between the Issuer and the Borrower (together, the “Loan Agreement”). In each case where amounts of principal, interest and additional amounts (if any) are stated herein or in the Trust Deed to be payable in respect of the Notes, the obligations of the Issuer to make any such payment shall constitute an obligation only to account to the Noteholders on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of the Notes, for an amount equivalent to sums of principal, interest and additional amounts (if any) actually received by or for the account of the Issuer pursuant to the Loan Agreement, less any amounts in respect of the Reserved Rights (as defined below). Noteholders must therefore rely solely on the covenant to pay under the Loan Agreement and the credit and financial standing of the Borrower. Noteholders shall otherwise have no recourse (direct or indirect) to the Issuer or any other assets of the Issuer. The Issuer has charged by way of first fixed charge in favour of the Trustee for the benefit of the Noteholders as security for its payment obligations in respect of the Notes and under the Trust Deed (a) all principal, interest and other amounts payable by Gazprom to the Issuer as lender under the Loan Agreement, (b) the right to receive all sums which may be or become payable by Gazprom under any claim, award or judgment relating to the Loan Agreement and (c) all the rights, title and interest in and to all sums of money now or in the future deposited in an account with Deutsche Bank AG, London Branch in the name of the Issuer (the “Account”) and debts represented thereby, including interest from time to time earned on the Account (other than any rights and benefits constituting Reserved Rights and amounts relating to the Reserved Rights (as defined in the Trust Deed)) (the “Charge”) and has assigned absolutely certain other rights under the Loan Agreement to the Trustee (the “Assignment” and together with the Charge, the “Security Interests”). At any time following the occurrence of an Event of Default (as defined in the Loan Agreement) or a Relevant Event (as defined in the Trust Deed) and subject as provided in the Trust Deed and Condition 9, the Trustee can (subject to it being indemnified and/or secured and/or prefunded to its satisfaction) be required by Noteholders holding at least one quarter of the principal amount of the Notes outstanding or by an Extraordinary Resolution (as defined in the Trust Deed) of the NotesNoteholders to exercise certain of its powers under the Trust Deed (including those arising under the Security Interests). Payments in respect of the Notes will be made (subject to the receipt of the relevant funds from the Borrower) pursuant to, a paying agency agreement (the “Agency Agreement”) dated 8 November 2019 and made between the Issuer, Deutsche Bank Trust Company Americas as US paying agent and registrar (the “Registrar” which expressions shall include any successors), Deutsche Bank AG, London Branch as the principal paying agent (the “Principal Paying Agent”) and calculation agent and Deutsche Bank AG, London Branch and Deutsche Bank Trust Company Americas as transfer agents (the “Transfer Agents”, which expressions shall include any additional or successor transfer agents), the Borrower and the Trustee. Copies of the Trust Deed, the Loan Agreement, the Agency Agreement and the Final Terms are available for inspection and collection at the principal office of the Trustee and the Principal Paying Agent being, at the date hereof, at Winchester House, 0 Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX, at the specified office of the Principal Paying Agent. The statements set out contained in these Terms and Conditions (the “Conditions”) are include summaries or restatements of, and are subject to, the detailed provisions of the Trust Deed, the Final Terms, the Loan Agreement (the form of which includes is scheduled to and incorporated in the forms of Trust Deed) and the NotesAgency Agreement. The Noteholders (as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those certain provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together with the 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 Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised All capitalised terms used but not otherwise defined in these Terms and Conditions shall have the meanings attributed given to them in the Trust Deed unless the context otherwise requires or unless otherwise statedDeed.

TERMS AND CONDITIONS OF THE NOTES. The followingIn these Terms and Conditions, subject the expression "Notes" shall mean (i) in relation to amendment and completion and save for any Notes represented by a global Note, units of each Specified Denomination in the paragraphs Specified Currency (each as defined in italics, are the terms and conditions applicable Final Terms (as defined below)) of the relevant Notes, substantially as they will appear (ii) definitive Notes issued in the Trust Deed constituting the Notes. The issue of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 exchange for a temporary global Note or a permanent global Note and (the “Notes”), which expression shall, unless otherwise indicated, include iii) any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save in respect of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006global Note. The Notes are constituted by a trust deed dated 11 October 2006 (the “"Original Trust Deed”") dated 21 November 2018, as subsequently modified and/or supplemented and/or restated from time to time, most recently by a second supplemental trust deed dated 26 November 2020 made between NatWest Markets Plc (the "Issuer") and The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include any successor as trustee) as Trustee for the holders for the time being of the Notes (the "Noteholders", which expression shall, in relation to any Notes represented by a global Note, be construed as provided in Condition 1 below) (the Original Trust Deed as so modified and as further modified and/or supplemented and/or restated from time to time, the "Trust Deed"). Interest bearing definitive Notes will have interest coupons ("Coupons") and, if applicable, talons for further Coupons ("Talons") attached on issue. Any reference herein to Coupon(s) or Couponholder(s) (as defined below) shall, unless the context otherwise requires, be deemed to include a reference to Talon(s) or Talonholder(s) (as defined below), respectively. Payments in respect of the Notes will be made under an agency agreement dated 21 November 2018 and made between the Issuer and Issuer, The Bank of New York Mellon, London Branch as agent (the “Trustee”"Agent", which expression shall include all persons for any successor as agent), The Bank of New York Xxxxxx XX/NV, Luxembourg Branch as a further paying agent, The Bank of New York Mellon, acting through its Hong Kong Branch as CMU lodging agent and paying agent (the "CMU Lodging and Paying Agent", which expression shall include any successor CMU Lodging and Paying Agent) (the CMU Lodging and Paying Agent together with the Agent, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch and any additional or successor paying agent(s), the "Paying Agents") and the Trustee (such Agreement as further amended, supplemented or restated from time to time, the "Agency Agreement"). Notes may be issued at such times as shall be agreed between the Issuer and the relevant Dealer(s) pursuant to an amended and restated programme agreement dated 26 November 2020 between the Issuer and the Dealers named therein. The Issuer and the relevant Dealer(s) shall, prior to the time being appointed as of issue of any Notes, agree upon the trustee or trustees under relevant provisions of the Trust Deed) as trustee for Notes to be issued pursuant to the holders terms set out below, such provisions to be indicated in the applicable Final Terms (as defined below). The applicable Pricing Supplement in relation to any Tranche of Notes for which no prospectus is required to be published under Regulation (EU) 2017/1129 as amended, replaced or re-enacted by any law or regulation applicable in the United Kingdom ("Exempt Notes"), may specify terms and conditions other than those set out herein which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purpose of such Notes. For the avoidance of doubt, the Final Terms in relation to each Tranche of Notes (other than Exempt Notes) shall not modify or replace the Terms and Conditions of the NotesNotes as set out herein. The statements set out applicable Final Terms (which term in these Terms and Conditions in relation to Exempt Notes shall be deemed to refer to the applicable Pricing Supplement where relevant, as set out below) (or the “relevant provisions thereof) will be attached hereto or endorsed hereon. References herein to the "applicable Final Terms" are to Part A of the Final Terms (or, in the case of Exempt Notes, Part A of the Pricing Supplement) attached hereto or endorsed hereon and expressions defined or used in the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement) shall have the same meanings in these Terms and Conditions”) , unless the context otherwise requires or unless otherwise stated. The following statements are summaries of, and are subject to, of the detailed provisions of the Trust Deed, Deed and the applicable Final Terms. Copies of the Trust Deed (which includes contains the forms of the Notes, Coupons and Talons), together with copies of the Agency Agreement which contains the form of the Final Terms for each issue of Notes, will be available for inspection, free of charge, during normal business hours at the specified office of each of the Paying Agents. A copy of the applicable Final Terms in relation to Notes may be obtained from the specified office of each of the Paying Agents. The Noteholders Noteholders, the holders of the Coupons (as defined belowthe "Couponholders") are and the holders of the Talons (the "Talonholders") will be deemed to have notice of, and will be entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together with the 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 will be binding on them. Words and Conversion Agents under the Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not expressions defined in these Conditions shall have the meanings attributed to them in the Trust Deed shall have the same meanings where used herein unless the context otherwise requires or unless otherwise stated.

TERMS AND CONDITIONS OF THE NOTES. The following, subject to amendment and completion and save for following is the paragraphs in italics, are text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Offering Circular Supplement, shall be applicable to the Notes in definitive form (if any). Either (i) the full text of these terms and conditions together with the relevant provisions of the Offering Circular Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to Registered Notes, substantially as they . All capitalised terms that are not defined in these Conditions will appear have the meanings given to them in the Principal Trust Deed constituting and/or the relevant Supplemental Trust Deed. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to "Notes. The issue " are to the Notes of one Series only, not to all Notes that may be issued under the US$500,000,000 2.25 per cent. Convertible Notes due 2013 (the “Notes”), which expression shall, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save in respect of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006Programme. The Notes are constituted and secured by a supplemental trust deed dated 11 October 2006 the Issue Date (the “"Supplemental Trust Deed”") and made between any of Claris Limited ("Claris"), Claris 2 Limited ("Claris 2"), Iris SPV plc ("Iris") or a Specified Issuer (as defined in the Issuer Trust Deed), the Trustee and, if applicable, the other persons specified therein, supplemental to an amended and The Bank of New York restated principal trust deed (as amended or supplemented as at the Issue Date, the "Principal Trust Deed") dated 4 October 2005 and made between Claris, Claris 2, Iris and HSBC Trustee (C.I.) Limited (the “"Trustee”", which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) Deed (as defined below)), as trustee for the holders (as defined below) of the Notes. The statements set out in these Terms Principal Trust Deed and Conditions the Supplemental Trust Deed are referred to together as the "Trust Deed". These terms and conditions (the “"Conditions”") are include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the forms form of the Bearer Notes, Certificates, Receipts, Coupons and Talons referred to below. An Agency Agreement (as amended or supplemented as at the Issue Date, the "Agency Agreement") dated 4 October 2005 has been entered into in relation to the Notes between Claris, Claris 2, Iris, the Trustee, HSBC Bank plc as, inter alios, initial issuing and paying agent and custodian and the other agents named in it. A Custody Agreement (as amended or supplemented as at the Issue Date, the "Custody Agreement") dated 1 April 2005 has been entered into in relation to the Notes between the Issuer, the Trustee and HSBC Bank plc as custodian. The issuing and paying agent, the custodian, the paying agents, the registrar, the transfer agents, the disposal agent and the calculation agent(s) for the time being (if any) are referred to below respectively as the "Issuing and Paying Agent", the "Custodian", the "Paying Agents", the "Registrar", the "Transfer Agents", the "Disposal Agent" and the "Calculation Agent(s)" and collectively as the "Agents". Copies of the Trust Deed and the Agency Agreement are available for inspection during usual business hours at the specified office of the Trustee and at the specified offices of the Paying Agents and the Transfer Agents respectively. The Noteholders (as defined below), the holders of the interest coupons (the "Coupons") relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the "Talons") (the "Couponholders") and the holders of the receipts for the payment of instalments of principal (the "Receipts") relating to Notes in bearer form of which the principal is payable in instalments are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement. The Specified Issuer has executed a deed (the "Acceptance Deed") under which it has become bound by the Master Documents (including the Principal Trust Deed), the paying, transfer and conversion agents for the time being (as defined in such persons, together with the 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 Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement)Acceptance Deed. Copies of the Trust Deed and the Agency Agreement All capitalised terms that are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not defined in these Conditions shall will have the meanings attributed given to them in the Principal Trust Deed unless and/or the context otherwise requires relevant Supplemental Trust Deed, the absence of any such meaning indicating that such term is not applicable to the Notes. References in these Conditions to (i) "principal" shall be deemed to include any premium payable in respect of the Notes, all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 7 or unless otherwise statedany amendment or supplement to it and (ii) "interest" shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 6 or any amendment or supplement to it.

TERMS AND CONDITIONS OF THE NOTES. The followingIn these Terms and Conditions, subject the expression "Notes" shall mean (i) in relation to amendment and completion and save for any Notes represented by a global Note, units of each Specified Denomination in the paragraphs Specified Currency (each as defined in italics, are the terms and conditions applicable Final Terms (as defined below)) of the relevant Notes, substantially as they will appear (ii) definitive Notes issued in the Trust Deed constituting the Notes. The issue of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 exchange for a temporary global Note or a permanent global Note and (the “Notes”), which expression shall, unless otherwise indicated, include iii) any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save in respect of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006global Note. The Notes are constituted by a trust deed dated 11 October 2006 (the “"Original Trust Deed”") dated 21 November 2018, as subsequently modified and/or supplemented and/or restated from time to time, most recently by a supplemental trust deed dated 16 March 2023 made between NatWest Markets Plc (the "Issuer") and The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include any successor as trustee) as Trustee for the holders for the time being of the Notes (the "Noteholders", which expression shall, in relation to any Notes represented by a global Note, be construed as provided in Condition 1 below) (the Original Trust Deed as so modified and as further modified and/or supplemented and/or restated from time to time, the "Trust Deed"). Interest bearing definitive Notes will have interest coupons ("Coupons") and, if applicable, talons for further Coupons ("Talons") attached on issue. Any reference herein to Coupon(s) or Couponholder(s) (as defined below) shall, unless the context otherwise requires, be deemed to include a reference to Talon(s) or Talonholder(s) (as defined below), respectively. Payments in respect of the Notes will be made under an agency agreement dated 21 November 2018 and made between the Issuer and Issuer, The Bank of New York Mellon, London Branch as agent (the “Trustee”"Agent", which expression shall include all persons for any successor as agent), The Bank of New York Xxxxxx XX/NV, Luxembourg Branch as a further paying agent, The Bank of New York Mellon, acting through its Hong Kong Branch as CMU lodging agent and paying agent (the "CMU Lodging and Paying Agent", which expression shall include any successor CMU Lodging and Paying Agent) (the CMU Lodging and Paying Agent together with the Agent, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch and any additional or successor paying agent(s), the "Paying Agents") and the Trustee (such Agreement as further amended, supplemented or restated from time to time, the "Agency Agreement"). Notes may be issued at such times as shall be agreed between the Issuer and the relevant Dealer(s) pursuant to an amended and restated programme agreement dated 21 November 2019 between the Issuer and the Dealers named therein. The Issuer and the relevant Dealer(s) shall, prior to the time being appointed as of issue of any Notes, agree upon the trustee or trustees under relevant provisions of the Trust Deed) as trustee for Notes to be issued pursuant to the holders terms set out below, such provisions to be indicated in the applicable Final Terms (as defined below). The applicable Pricing Supplement in relation to any Tranche of Notes for which no prospectus is required to be published under Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Exempt Notes"), may specify terms and conditions other than those set out herein which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purpose of such Notes. For the avoidance of doubt, the Final Terms in relation to each Tranche of Notes (other than Exempt Notes) shall not modify or replace the Terms and Conditions of the NotesNotes as set out herein. The statements set out applicable Final Terms (which term in these Terms and Conditions in relation to Exempt Notes shall be deemed to refer to the applicable Pricing Supplement where relevant, as set out below) (or the “relevant provisions thereof) will be attached hereto or endorsed hereon. References herein to the "applicable Final Terms" are to Part A of the Final Terms (or, in the case of Exempt Notes, Part A of the Pricing Supplement) attached hereto or endorsed hereon and expressions defined or used in the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement) shall have the same meanings in these Terms and Conditions”) , unless the context otherwise requires or unless otherwise stated. The following statements are summaries of, and are subject to, of the detailed provisions of the Trust Deed, Deed and the applicable Final Terms. Copies of the Trust Deed (which includes contains the forms of the Notes, Coupons and Talons), together with copies of the Agency Agreement which contains the form of the Final Terms for each issue of Notes, will be available for inspection, free of charge, during normal business hours at the specified office of each of the Paying Agents. A copy of the applicable Final Terms in relation to Notes may be obtained from the specified office of each of the Paying Agents. The Noteholders Noteholders, the holders of the Coupons (as defined belowthe "Couponholders") are and the holders of the Talons (the "Talonholders") will be deemed to have notice of, and will be entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement), the paying, transfer and conversion agents for the time being (such persons, together with the 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 will be binding on them. Words and Conversion Agents under the Agency Agreement) and The Bank of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not expressions defined in these Conditions shall have the meanings attributed to them in the Trust Deed shall have the same meanings where used herein unless the context otherwise requires or unless otherwise stated.

TERMS AND CONDITIONS OF THE NOTES. The following, subject to amendment and completion and save for the paragraphs in italics, are the terms and conditions of the Notes, substantially as they will appear in the Trust Deed constituting the Notes. The issue of the US$500,000,000 2.25 per cent. Convertible Notes due 2013 (the “Notes”), which expression shall, unless otherwise indicated, include any further notes issued pursuant to Condition 18 and consolidated and forming a single series with the Notes, was (save in respect of any such further notes) authorised by a resolution of the Board of Directors of Acergy S.A. (the “Issuer”) passed on 30 August 2006. The Notes are constituted by by, are subject to, and have the benefit of, a trust deed dated 11 October 2006 on or around 27 April 2011, the Trust Deed) between Western Power Distribution (East Midlands) plc (WPDE) and Western Power Distribution (West Midlands) plc (WPDW and, together with WPDE, the Issuers and each an Issuer)) and HSBC Corporate Trustee Company (UK) Limited (the “Trust Deed”) between the Issuer and The Bank of New York (the “Note Trustee”, which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) as trustee for the holders Noteholders (as defined below) ). Notes issued by each Issuer are obligations solely of the Notes. The statements set out in these Terms and Conditions that Issuer (the “Relevant Issuer) and without recourse whatsoever to the other Issuer. These terms and conditions (the Conditions”) are include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the forms form of the Registered Notes, Bearer Notes, Certificates, Receipts, Coupons and Talons referred to below. An Agency Agreement dated on or around 27 April 2011 has been entered into in relation to the Notes between the Issuers, the Note Trustee, HSBC Bank plc as issuing and paying agent and the other agents named in it. The Noteholders issuing and paying agent, the other paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as defined belowthe Issuing and Paying Agent, the Paying Agents (which expression shall include the Issuing and Paying Agent, the Registrar, the Transfer Agents (which expression shall include the Registrar) and the Calculation Agent(s). Copies of the Trust Deed and the Agency Agreement are available for inspection during usual business hours at the principal office of the Note Trustee (presently at Xxxxx 00, 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX) and at the specified offices of the Paying Agents and the Transfer Agents. The Noteholders, the holders of the interest coupons (the Coupons) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the Talons) (the Couponholders) and the holders of the receipts for the payment of instalments of principal (the Receipts) relating to Notes in bearer form of which the principal is payable in instalments are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them which are contained in the Paying, Transfer and Conversion Agency Agreement dated 11 October 2006 (the “Agency Agreement”) relating to the Notes between the Issuer, the Trustee, The Bank of New York in its capacity as paying, transfer and conversion agent (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as principal paying, transfer and conversion agent under the Agency Agreement). As used in these Conditions, the paying, transfer Tranche means Notes which are identical in all respects and conversion agents Series means a Series of Notes comprising of one or more Tranches of Notes which are identical save for the time being (such personsissue date, together with issue price and/or the 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 Agency Agreement) and The Bank first payment of New York (Luxembourg) S.A. in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection at the principal office of the Trustee at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar. Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Trust Deed unless the context otherwise requires or unless otherwise statedinterest.