Common use of Redemption at the Option of the Holders Clause in Contracts

Redemption at the Option of the Holders. (a) If a Change of Control Triggering Event occurs, unless the Issuer has otherwise exercised its right to redeem the Notes in accordance with Condition 6.2, each Noteholder shall have the right to require the Issuer to repurchase all or any of its Notes pursuant to the offer described below (the Change of Control Offer) on the terms set forth in the Conditions. In the Change of Control Offer, the Issuer shall be required to offer payment in cash equal to 101 per cent. of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the Change of Control Payment). Within 30 days following any Change of Control Triggering Event, the Issuer shall be required to deliver a notice to the Noteholders describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered (the Change of Control Payment Date), pursuant to the procedures required by the Notes and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the United States Securities Exchange Act of 1934 (the Exchange Act) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Notes, the Issuer shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under these Conditions by virtue of any such conflict. On the Change of Control Payment Date, the Issuer shall be required, to the extent lawful, to: (i) accept for payment all Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes properly tendered; and (iii) deliver or cause to be delivered to the Fiscal Agent the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of the Notes being purchased. The Issuer shall not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. (b) In this Condition 6.3 the following expressions have the following meanings:

Redemption at the Option of the Holders. (a) If a Change of Control Triggering Put Event occurs, unless then the Issuer has otherwise exercised its right Noteholders shall have the option (a Change of Control Put Option), within 20 Business Days of a Put Event Notice being given to redeem the Notes Noteholders in accordance with Condition 6.213 (Notices) (the Exercise Period), each Noteholder shall have to give to the right to require Issuer through a Paying Agent a Put Notice (as defined below) requiring the Issuer to repurchase all or any of its redeem Notes pursuant to the offer described below (held by such Noteholder on the Change of Control Offer) Redemption Date. The Issuer will, on the terms set forth in the Conditions. In the Change of Control OfferRedemption Date, redeem in whole (but not in part) the Issuer shall Notes which are the subject of the Put Notice. The Notes will be required to offer payment in cash redeemed at a redemption price equal to 101 100 per cent. of their principal amount, together with interest accrued and unpaid to but excluding the aggregate Change of Control Redemption Date. Promptly upon the Issuer becoming aware that a Change of Control Put Event has occurred, the Issuer shall, and at any time upon the Trustee becoming aware that a Change of Control Put Event has occurred the Trustee may, and if so requested by the holders of at least one- fifth in principal amount of the Notes repurchased plus accrued and unpaid interest, then outstanding or if any, on so directed by an Extraordinary Resolution of the Notes repurchased, Noteholders shall (subject in each case to the date of purchase Trustee being indemnified and/or secured and/or prefunded to its satisfaction), give notice (a Put Event Notice) to the Noteholders in accordance with Condition 13 (Notices) specifying (i) that Noteholders are entitled to exercise the Change of Control Payment). Within 30 days following any Change of Control Triggering Event, Put Option; (ii) the Issuer shall be required to deliver a notice to the Noteholders describing the transaction or transactions that constitute procedure for exercising the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered (Put Option including the Change of Control Payment Redemption Date), pursuant to the procedures required by the Notes ; and described in (iii) such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the United States Securities Exchange Act of 1934 (the Exchange Act) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Notes, the Issuer shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under these Conditions by virtue of any such conflict. On the Change of Control Payment Date, the Issuer shall be required, to the extent lawful, to: (i) accept for payment all Notes properly tendered pursuant information relating to the Change of Control Offer; Put Option as the Trustee may reasonably require. To exercise the Change of Control Put Option, the holder of the Notes must deliver at the specified office of any Paying Agent on any Business Day (iias defined in Condition 6 (Payments) deposit at the place of such specified office falling within the Exercise Period, a duly signed and completed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank account (or, if payment is to be made by cheque, an address) to which payment is to be made under this paragraph. The Notes should be delivered together with all Coupons appertaining thereto maturing after the Change of Control Redemption Date, failing which the Paying Agent will require payment of an amount equal to the face value of any such missing Coupon(s). Any amount so paid will be reimbursed by the Paying Agent in the manner provided in Condition 6 (Payments) against presentation and surrender (or, in case of part payment only, endorsement) of the relevant missing Coupon(s) at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation)) in respect of the relevant Note (whether or not the Coupon(s) would otherwise have become void pursuant to Condition 9 (Prescription)) or, if later, five years after the date on which the Coupon(s) would have become due, but not thereafter. A Put Notice given by a holder of any Note shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Put Notice. A Change of Control Payment in respect Put Event shall be deemed to occur if: (a) a Change of all Notes properly tenderedControl occurs; and (iiib) deliver or cause to be delivered to (in the Fiscal Agent event that the Notes properly accepted together with an officers’ certificate stating carry a credit rating from any Rating Agency at the aggregate principal amount time of the Notes being purchased. The Issuer shall not be required to make an offer to repurchase Change of Control) the Notes upon carry a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. (b) In this Condition 6.3 the following expressions have the following meaningscredit rating which is either:

Redemption at the Option of the Holders. (a) If a Change of Control Triggering Put Event occurs, unless then the Issuer has otherwise exercised its right Noteholders shall have the option (a Change of Control Put Option), within 20 Business Days of a Put Event Notice being given to redeem the Notes Noteholders in accordance with Condition 6.213 (Notices) (the Exercise Period), each Noteholder shall have to give to the right to require Issuer through a Paying Agent a Put Notice (as defined below) requiring the Issuer to repurchase all or any of its redeem Notes pursuant to the offer described below (held by such Noteholder on the Change of Control Offer) Redemption Date. The Issuer will, on the terms set forth in the Conditions. In the Change of Control OfferRedemption Date, redeem in whole (but not in part) the Issuer shall Notes which are the subject of the Put Notice. The Notes will be required to offer payment in cash redeemed at a redemption price equal to 101 100 per cent. of their principal amount, together with interest accrued and unpaid to but excluding the aggregate Change of Control Redemption Date. Promptly upon the Issuer becoming aware that a Change of Control Put Event has occurred, the Issuer shall, and at any time upon the Trustee becoming aware that a Change of Control Put Event has occurred the Trustee may, and if so requested by the holders of at least one-fifth in principal amount of the Notes repurchased plus accrued and unpaid interest, then outstanding or if any, on so directed by an Extraordinary Resolution of the Notes repurchased, Noteholders shall (subject in each case to the date of purchase Trustee being indemnified and/or secured and/or prefunded to its satisfaction), give notice (a Put Event Notice) to the Noteholders in accordance with Condition 13 (Notices) specifying (i) that Noteholders are entitled to exercise the Change of Control Payment). Within 30 days following any Change of Control Triggering Event, Put Option; (ii) the Issuer shall be required to deliver a notice to the Noteholders describing the transaction or transactions that constitute procedure for exercising the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered (Put Option including the Change of Control Payment Redemption Date), pursuant to the procedures required by the Notes ; and described in (iii) such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the United States Securities Exchange Act of 1934 (the Exchange Act) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Notes, the Issuer shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under these Conditions by virtue of any such conflict. On the Change of Control Payment Date, the Issuer shall be required, to the extent lawful, to: (i) accept for payment all Notes properly tendered pursuant information relating to the Change of Control Offer; Put Option as the Trustee may reasonably require. To exercise the Change of Control Put Option, the holder of the Notes must deliver at the specified office of any Paying Agent on any Business Day (iias defined in Condition 6 (Payments) deposit at the place of such specified office falling within the Exercise Period, a duly signed and completed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank account to which payment is to be made under this paragraph. The Notes should be delivered together with all Coupons appertaining thereto maturing after the Change of Control Redemption Date, failing which the Paying Agent will require payment of an amount equal to the face value of any such missing Coupon(s). Any amount so paid will be reimbursed by the Paying Agent in the manner provided in Condition 6 (Payments) against presentation and surrender (or, in case of part payment only, endorsement) of the relevant missing Coupon(s) at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation)) in respect of the relevant Note (whether or not the Coupon(s) would otherwise have become void pursuant to Condition 9 (Prescription)) or, if later, five years after the date on which the Coupon(s) would have become due, but not thereafter. A Put Notice given by a holder of any Note shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Put Notice. A Change of Control Payment in respect Put Event shall be deemed to occur if: (a) a Change of all Notes properly tenderedControl occurs; and (iiib) deliver or cause to be delivered to (in the Fiscal Agent event that the Notes properly accepted together with an officers’ certificate stating carry a credit rating from any Rating Agency at the aggregate principal amount time of the Notes being purchased. The Issuer shall not be required to make an offer to repurchase Change of Control) the Notes upon carry a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. (b) In this Condition 6.3 the following expressions have the following meaningscredit rating which is either:

Redemption at the Option of the Holders. (a) If a Change of Control Triggering Put Event (as defined below) occurs, unless the Issuer has otherwise exercised its right to redeem the Notes in accordance with Condition 6.2, each Noteholder shall have the right option (unless, prior to the giving of the Change of Control Notice (as defined below), the Issuer shall have given notice under Condition 7.2 (Redemption for Taxation Reasons) or Condition 7.3 (Redemption at the Option of the Issuer) (if applicable)) to require the Issuer to repurchase all redeem or, at the Issuer’s option, purchase (or any of its procure the purchase of) that Noteholder’s Notes pursuant at their principal amount together with interest accrued to the offer described below (but excluding the Change of Control OfferSettlement Date (as defined below). Such option (the “Change of Control Put Option”) on shall operate as set out below. If a Change of Control Put Event occurs then, within 14 days of the terms set forth Issuer becoming aware that such Change of Control Put Event has occurred, the Issuer shall give notice (a “Change of Control Notice”) to the Noteholders in accordance with Condition 12 (Notices) specifying the Conditions. In nature of the Change of Control Offer, Put Event and the Issuer shall be required to offer payment in cash equal to 101 per cent. of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (procedure for exercising the Change of Control Payment)Put Option. Within 30 days following any Change of Control Triggering Event, the Issuer shall be required to deliver a notice to the Noteholders describing the transaction or transactions that constitute To exercise the Change of Control Triggering Event and offering to repurchase Put Option, the holder of the Notes must deliver at the specified office of any Paying Agent on any Business Day (as defined in Condition 6.5 (Payment only on a Presentation Date)) at the date place of such specified in office falling within the notice, which date will be no earlier than period of 30 days and no later than 60 days from the date such notice is delivered (after the Change of Control Payment Date), pursuant to the procedures required Notice is given by the Notes and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the United States Securities Exchange Act of 1934 (the Exchange Act) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a “Change of Control Triggering Event. To Put Period”), a duly signed and completed notice of exercise in the extent that form (for the provisions time being current and which may, if this Note is held through Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A. (“Clearstream, Luxembourg”), be any form acceptable to and delivered in a manner acceptable to Euroclear or Clearstream, Luxembourg, as applicable) obtainable from any specified office of any securities laws Paying Agent (a “Change of Control Exercise Notice”) and in which the holder must specify a bank account (or, if payment is to be made by cheque, an address) to which payment is to be made under this Condition 7.5 accompanied by such Notes or regulations conflict with evidence satisfactory to the Paying Agent concerned that such Notes will, following the delivery of the Change of Control provisions Exercise Notice, be held to its order or under its control. A Change of Control Exercise Notice given by a holder of any Note shall be irrevocable except where, prior to the Notesdue date of redemption, an Event of Default has occurred and is continuing, in which event such holder, at its option, may elect by notice to the Issuer shall be required in accordance with Condition 12 (Notices) to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under these Conditions by virtue of any such conflict. On withdraw the Change of Control Payment DateExercise Notice. If 80 per cent. or more in nominal amount for the Notes then outstanding have been redeemed or purchased pursuant to this Condition 7.5, the Issuer shall be requiredmay, on giving not less than 30 nor more than 60 days’ notice to the extent lawful, to: Noteholders (i) accept for payment all Notes properly tendered pursuant to such notice being given within 30 days after the Change of Control Offer; Settlement Date), redeem or purchase (ii) deposit with or procure the Paying Agent an purchase of), at its option, all but not some only of the remaining outstanding Notes at their principal amount equal to the Change of Control Payment in respect of all Notes properly tendered; and (iii) deliver or cause to be delivered to the Fiscal Agent the Notes properly accepted together with an officers’ certificate stating interest (if any) accrued to (but excluding) the aggregate principal amount of the Notes being purchased. The Issuer shall not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes date fixed for such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offerredemption or purchase. (b) In this Condition 6.3 the following expressions have the following meanings: