[W&C Draft: (London) 11 August 2015] Dated [ ] 2015 PIRELLI INTERNATIONAL PLC, PIRELLI & C. S.p.A. as Issuers and PIRELLI TYRE S.p.A. as Guarantor and DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee SECOND SUPPLEMENTAL TRUST DEED supplemental to the trust deed dated 26 July 2013 as supplemented by the first supplemental trust deed dated 2 July 2014 constituting Pirelli International PLC s 600,000,000 1.750 per cent. Guaranteed Notes due 18 November 2019 White & Case LLP 5 Old Broad Street London EC2N 1DW
TABLE OF CONTENTS 1. DEFINITIONS... 1 2. FEES AND EXPENSES... 1 3. AMENDMENTS... 2 4. CONFIRMATION OF THE TRUST DEED... 2 5. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999... 2 6. GOVERNING LAW AND JURISDICTION... 2 7. SEVERABILITY... 3 8. COUNTERPARTS... 3 9. FURTHER AMENDMENTS... 3 10. LANGUAGE... 3 Schedule... 4 Page i
THIS SECOND SUPPLEMENTAL TRUST DEED (this Deed ) is executed and delivered as a deed on [ ] 2015. BETWEEN: (1) PIRELLI INTERNATIONAL PLC, a company incorporated under the laws of England and Wales with company number 04108548, whose registered office is at Derby Road, Burton-on-Trent, Staffordshire DE13 0BH, United Kingdom ( Pirelli International ); (2) PIRELLI & C. S.p.A., a company incorporated under the laws of the Republic of Italy with company number 00860340157, whose registered office is at Viale Piero e Alberto Pirelli, 25, 20126 Milan, Italy (together with Pirelli International, the Issuers, and each, an Issuer ); (3) PIRELLI TYRE S.p.A., a company incorporated under the laws of the Republic of Italy with company number 07211330159, whose registered office is at Viale Sarca, 222, 20126 Milan, Italy (the Guarantor ); and (4) DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders, the Receiptholders and the Couponholders (each as defined in the Trust Deed). WHEREAS: (A) The Issuers, the Guarantor and the Trustee are parties to the trust deed dated 26 July 2013, which was amended and supplemented by the first supplemental trust deed dated 22 July 2014 (as amended and supplemented, the Trust Deed ), which constitutes Pirelli International s 600,000,000 1.750 per cent. Guaranteed Notes due 18 November 2019 (the Notes ). (B) (C) Pursuant to an extraordinary resolution (the Extraordinary Resolution ) passed by the holders of the Notes at a meeting of the Noteholders held on [ ] 2015, the Issuer, the Guarantor and the Trustee have been authorised and directed to effect certain amendments (the Amendments ) to the Trust Deed and the terms and conditions of the Notes as set out in Schedule 1 to the Trust Deed (the Conditions ) and the Noteholders have authorised and directed the Trustee to grant certain waivers in relation to the Conditions and the Trust Deed (the Waivers ), all as more particularly set out in the Extraordinary Resolution. The Issuers, the Guarantor and the Trustee, acting pursuant to the authority and direction granted by the Extraordinary Resolution, have entered into this Deed in order to give effect to the Amendments and the Waivers. THIS DEED WITNESSES AND IT IS DECLARED as follows: 1. DEFINITIONS Unless otherwise defined herein, terms used in this Deed and defined in the Trust Deed or in the Conditions are used herein as so defined.
2. FEES AND EXPENSES In consideration of the Trustee agreeing to act in such capacity under this Deed and in relation to the Notes, Pirelli International has agreed to pay to the Trustee its fees and expenses pursuant to a letter dated [ ] 2015 from Pirelli International to the Trustee. 1 3. AMENDMENTS In order to give effect to the Amendments contemplated and authorised pursuant to the Extraordinary Resolution, with effect from (and including) the date hereof, the Trust Deed is hereby amended as follows: (a) (b) Condition 6.4 (Redemption at the option of the Noteholders (Investor Put/Change of Material Shareholding Put)) of the Conditions shall be deleted in its entirety and replaced with Condition 6.4 (Redemption at the option of the Noteholders (Investor Put/Change of Material Shareholding Put)) as set out in the Schedule to this Deed.; and Condition 9.1 (Events of Default) of the Conditions shall be deleted in its entirety and replaced with Condition 9.1 (Events of Default) in the form set out in the Schedule to this Deed. 4. WAIVERS In order to give effect to the Waivers contemplated and authorised pursuant to the Extraordinary Resolution, with effect from (and including) the date hereof, and as directed by the Noteholders, the Trustee hereby waives any and all Potential Events of Default or Events of Default or any other breach of the Conditions or the Trust Deed that shall have, or shall be deemed to have, occurred or which may otherwise occur in the future as a result of or in connection with the announcement or consummation of any part of the Transaction (as defined in the Extraordinary Resolution). 5. CONFIRMATION OF THE TRUST DEED Save as expressly modified by this Deed, the Trust Deed shall, in relation to the Notes, continue in full force and effect and shall henceforth be read and construed as one instrument with this Deed. 6. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 Except as may be otherwise specifically provided herein, a person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed but this shall not affect any right or remedy which exists or is available apart from such Act. 7. GOVERNING LAW AND JURISDICTION 7.1 This Deed (including any non-contractual obligations arising out of or in connection with this Deed) is governed by, and shall be construed in accordance with, English law. 7.2 The provisions of Clause 29 (Submission to Jurisdiction) of the Trust Deed shall apply to this Deed as if the same were repeated in full herein, mutatis mutandis. 1 NTD: DB to confirm 2
8. SEVERABILITY In case any provision in or obligation under the Trust Deed, as supplemented by this Deed, shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 9. ENDORSEMENT A memorandum of this Deed shall be endorsed by the Trustee on the original Trust Deed and by the Issuer and the Guarantor on the duplicate of the Trust Deed. 10. COUNTERPARTS This Deed may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Deed by executing such counterpart. 11. FURTHER AMENDMENTS This Deed may be amended by further agreement among the parties hereto and without the consent of the Noteholders, provided that the Trustee shall not be bound to take any action unless it shall first be indemnified and/or secured and/or prefunded to its satisfaction against all liabilities to which it may render itself liable or which it may incur by doing so, for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained herein or in any manner which the parties may mutually deem necessary or desirable and which shall not be materially prejudicial to the interests of the Noteholders. 12. LANGUAGE The language which governs the interpretation of this Deed is the English language. 3
SCHEDULE [Insert amended Conditions when finalised] 4
SIGNATURES TO THE SECOND SUPPLEMENTAL TRUST DEED IN WITNESS whereof this Deed has been executed and delivered as a deed on the date first above written. EXECUTED AS A DEED ) by PIRELLI & C. S.p.A. ) as an Issuer ) ) By: Title: In the presence of: Witness signature: Witness Name: Address: (Signature page to Second Supplemental Trust Deed)
EXECUTED AS A DEED ) by PIRELLI INTERNATIONAL PLC ) as an Issuer ) ) By: Title: In the presence of: Witness signature: Witness Name: Address: (Signature page to Second Supplemental Trust Deed)
EXECUTED AS A DEED ) by PIRELLI TYRE S.p.A. ) as Guarantor ) ) By: Title: In the presence of: Witness signature: Witness Name: Address: (Signature page to Second Supplemental Trust Deed)
THE COMMON SEAL of ) DEUTSCHE TRUSTEE ) COMPANY LIMITED ) As Trustee ) ) Was affixed to this deed in the presence of: Associate Director Associate Director (Signature page to Second Supplemental Trust Deed)