Common use of Redemption for Tax Reasons Clause in Contracts

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may be redeemed at any time in whole, but not in part, by giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to the date of redemption; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication of any notice of redemption pursuant to this provision, the Company shall deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has or shall become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes This Note may be redeemed at any time the option of the Issuer in whole, but not in part, by at any time, on giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% in accordance with Clause 3 of the outstanding Indenture at the principal amount thereofhereof, plus accrued and unpaid interest, and together with any Additional Amounts due thereon, and interest accrued to the date fixed for redemption, if (a) the Issuer or the Guarantor has or will become obligated to pay Additional Amounts as described in Clause 6 of redemptionthis Note and in Clause 4.11 of the Indenture as a result of any change in, or amendment to, the laws, treaties, rulings or regulations of any Taxing Jurisdiction, or any change in, or amendment to the application or official interpretation of such laws, treaties, rulings or regulations, including a holding by a court of competent jurisdiction, which change or amendment becomes effective on or after 28 January 2005 (or in the case of Additional Amounts that a successor to the Guarantor or the Issuer is obligated to pay, the date on which that successor became such pursuant to the Indenture); providedprovided that in the case of Additional Amounts payable by the Guarantor arising from an imposition or levy of Taxes by the Russian Federation or any political subdivision or taxing authority thereof on amounts paid under the Guarantee, howeverthe Taxes are imposed or levied at a rate in excess of 30 per cent. on the gross amount payable under the Guarantee, and (b) such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; provided that (i) no such notice of redemption may shall be given earlier than 90 60 days prior to the earliest date on which the Company Issuer or the Guarantor would be obligated to pay such Additional Amounts, and (ii) at the time such notice of redemption is given, such obligation obliged to pay such Additional Amounts remains were a payment in effectrespect of this Note then due. Prior to the publication of any notice of redemption pursuant to this provisionparagraph, the Company Issuer shall deliver to the Trustee (i) an Officers' Officer's Certificate stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred occurred, and (ii) an opinion Opinion of independent Mexican legal counsel (which may be counsel to the Company) Counsel of recognized international standing to the effect that the Company Issuer has or shall will become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall This Note may be irrevocable. Any redemption redeemed pursuant to this Section 3.08 shall Clause only if all Notes are simultaneously so redeemed. If money in an amount sufficient to pay the Redemption Price of all Notes to be made redeemed on the Redemption Date pursuant to this Clause 7 is deposited with a Paying Agent on or before the provisions of Sections 3.01 through 3.06 hereofapplicable Redemption Date and certain other conditions are satisfied, interest on the Notes to be redeemed on the applicable Redemption Date will cease to accrue.

Redemption for Tax Reasons. If(i) Unless otherwise specified in the applicable Pricing Supplement, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (in the case of Notes other than Floating Rate Notes or Index Linked Interest Notes) or on any Interest Payment Date (in the case of Floating Rate Notes or IndexLinked Interest Notes), on giving not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable) if, on the occasion of the next payment due under the Notes, either (i) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 or (ii) the Guarantor is unable to procure payment by the Issuer and in making payment itself would be obliged to pay such additional amounts, in each case as a result of any amendment to, or change in, or expiration ofamendment to, the laws or regulations of the jurisdiction in which the Issuer or, as the case may be, the Guarantor is incorporated and/or any jurisdiction in which the Issuer or Guarantor, as the case may be, is engaged in the conduct of a trade or business (or any regulation or rulings thereundereach, the ‘Relevant Jurisdiction’) of Mexico or any political subdivision or taxing any authority thereof or therein affecting taxationhaving power to tax, or any amendment to or change in an the application or official interpretation of such laws or regulations, which change or amendment or change of such laws or regulations becomes effective on or after the Issue DateDate of the first Tranche of the Notes and provided that such obligation cannot be avoided by the Issuer or the Guarantor, the Company would be obligatedas applicable, for reasons outside of its controltaking reasonable measures available to it, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may be redeemed at any time in whole, but not in part, by giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to the date of redemption; provided, however, provided further that (i) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which the Company Issuer would be obligated obliged to pay such Additional Amounts, and (ii) at additional amounts were a payment in respect of the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectNotes then due. Prior to the publication of any notice of redemption pursuant to this provisionCondition, the Company Issuer shall deliver to the Trustee (i) Agent a certificate signed by an Officers' Certificate authorised signatory of the Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred occurred, and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) advisers of recognized recognised standing to the effect that the Company Issuer has or shall will become obligated obliged to pay such Additional Amounts additional amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the The Notes may be redeemed at any time the option of the Issuer in whole, but not in part, by at any time, on giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% the holders of the outstanding Notes (which notice shall be irrevocable) at their principal amount thereofamount, plus together with interest accrued and unpaid interest, and any Additional Amounts due thereon, to the date of fixed for redemption; provided, howeverif, immediately before giving such notice, the Issuer satisfies the Trustee that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 9 as a result of any change in, or amendment to, the laws or regulations of the Republic of Kazakhstan or any political subdivision or any authority thereof having power to tax therein, or any change in the application or official interpretation of such Additional Amountslaws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 7 April 2004 and (ii) at the time such notice of redemption is given, such obligation cannot be avoided by the Issuer taking reasonable measures available to pay such Additional Amounts remains in effectit. Prior to the publication of any notice of redemption pursuant to this provision, Condition 7.2 the Company Issuer shall deliver or procure that there is delivered to the Trustee (i1) an Officers' Certificate a certificate signed by two directors of the Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred and (ii2) an opinion of independent Mexican legal counsel (which may be counsel advisers in form and substance satisfactory to the Company) Trustee of recognized recognised standing to the effect that the Company Issuer has or shall will become obligated obliged to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, The Trustee shall be irrevocable. Any redemption pursuant entitled to this Section 3.08 accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances set out in (i) and (ii) above, in which event they shall be made pursuant conclusive and binding on the holders of the Notes. Upon the expiry of any such notice as is referred to in this Condition 7.2, the provisions of Sections 3.01 through 3.06 hereofIssuer shall be bound to redeem the Notes in accordance with this Condition 7.2.”; and

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the The Notes may be redeemed at any time the option of the Issuer in whole, but not in part, by at any time (in the case of a Note other than a Floating Rate Note) or on any Floating Interest Payment Date (in the case of a Floating Rate Note), on giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% the Fiscal Agent and, in accordance with Condition 16, not less than 15 nor more than 60 days' notice to the holders (which notice shall be irrevocable), if on the occasion of the outstanding principal amount thereofnext payment due under the Notes, plus accrued and unpaid interest, and any the Issuer has or will become obliged to pay Additional Amounts due thereon(as defined in Condition 9) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Argentina or any political subdivision or any authority thereof or therein having power to tax, or any change in the date application, administration or official interpretation of redemptionsuch laws, regulations or rulings, including the holding of a court of competent jurisdiction, which change or amendment becomes effective on or after the Issue Date of the applicable Tranche of Notes under the Program; provided, however, provided that (i) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts, and (ii) at the time such notice of redemption is given, such obligation obliged to pay such Additional Amounts remains were a payment in effectrespect of the Notes then due. Prior to the publication distribution of any notice of redemption pursuant to this provisionCondition, the Company Issuer shall deliver to the Trustee (i) Fiscal Agent a certificate signed by an Officers' Certificate authorized officer of the Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions condition precedent to the right of the Company Issuer so to redeem have occurred occurred, and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) advisers of recognized standing to the effect that the Company Issuer has or shall will become obligated obliged to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption Notes redeemed pursuant to this Section 3.08 shall Condition 7(b) will be made pursuant redeemed at their Early Redemption Amount (as defined in Condition 7(h) below), together with any accrued but unpaid interest and any Additional Amounts (as defined in Condition 9) to the provisions of Sections 3.01 through 3.06 hereofdate fixed for redemption.

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes This Note may be redeemed at any time the option of the Issuer in whole, but not in part, by at any time, on giving not less than 30 nor more than 60 days' prior written ’ notice at a Redemption Price equal to 100% in accordance with Article III of the outstanding Indenture at the principal amount thereofhereof, plus accrued and unpaid interest, and together with any Additional Amounts due thereon, and interest accrued to the date fixed for redemption, if (a) the Issuer or the Guarantor has or will become obligated to pay Additional Amounts as described in Section 6 of redemptionthis Note and in Section 4.11 of the Indenture as a result of any change in, or amendment to, the laws, treaties, rulings or regulations of any Taxing Jurisdiction, or any change in, or amendment to the application or official interpretation of such laws, treaties, rulings or regulations, including a holding by a court of competent jurisdiction, which change or amendment becomes effective on or after January 30, 2003 (or in the case of Additional Amounts that a successor to the Guarantor or the Issuer is obligated to pay, the date on which that successor became such pursuant to the Indenture); providedprovided that in the case of Additional Amounts payable by the Guarantor arising from an imposition or levy of Taxes by the Russian Federation or any political subdivision or taxing authority thereof on amounts paid under the Guarantee, howeverthe Taxes are imposed or levied at a rate in excess of 30% on the gross amount payable under the Guarantee, and (b) such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; provided that (i) no such notice of redemption may shall be given earlier than 90 60 days prior to the earliest date on which the Company Issuer or the Guarantor would be obligated to pay such Additional Amounts, and (ii) at the time such notice of redemption is given, such obligation obliged to pay such Additional Amounts remains were a payment in effectrespect of this Note then due. Prior to the publication of any notice of redemption pursuant to this provisionparagraph, the Company Issuer shall deliver to the Trustee (i) an Officers' Officer’s Certificate stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred occurred, and (ii) an opinion Opinion of independent Mexican legal counsel (which may be counsel to the Company) Counsel of recognized international standing to the effect that the Company Issuer has or shall will become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall This Note may be irrevocable. Any redemption redeemed pursuant to this Section 3.08 shall only if all Notes are simultaneously so redeemed. If money in an amount sufficient to pay the Redemption Price of all Notes to be made redeemed on the Redemption Date pursuant to this Section 7 is deposited with a Paying Agent on or before the provisions of Sections 3.01 through 3.06 hereofapplicable Redemption Date and certain other conditions are satisfied, interest on the Notes to be redeemed on the applicable Redemption Date will cease to accrue.

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the The Notes may be redeemed at any time the option of the Issuer in whole, but not in part, by at any time, on giving not less than 30 nor more than 60 days' prior written notice in accordance with Condition 19 (Notices) (which notice shall be irrevocable), at their Early Redemption Amount (Tax), together with accrued interest, if any, if the Issuer has or will become obliged to pay additional amounts on such Notes pursuant to Condition 11 (Taxation) as a Redemption Price equal to 100% result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the outstanding principal amount thereofUnited States or any change in the application or official interpretation of such laws, plus accrued and unpaid interestregulations or rulings, which change or amendment becomes effective on or after the date on which any person (including any person acting as underwriter, broker or dealer) agrees to purchase any of such Notes pursuant to their original issuance, and any Additional Amounts due thereon, such obligation cannot be avoided by the Issuer taking reasonable measures available to the date of redemptionit; provided, however, provided that (i) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts, and (ii) at additional interest were a payment in respect of the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectNotes then due. Prior to the publication of any notice of redemption pursuant to this provisionCondition 9, the Company Issuer shall deliver to the Trustee Fiscal Agent (iA) a certificate signed by an Officers' Certificate officer of the Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred and (iiB) an opinion a legal opinion, from lawyers of independent Mexican legal counsel (which may be counsel to recognised standing in the Company) of recognized standing United States, to the effect that the Company Issuer has or shall will become obligated to pay such Additional Amounts additional amounts on such Notes pursuant to Condition 11 (Taxation) as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. If, with respect to Securities of any series it is specified pursuant to Section 2.6 that Section 13.1(b) and this Section 10.7 shall be applicable to Securities of such series, at any time after the date of issuance of Securities of such series pursuant to this Indenture, as a result of any amendment to, or change in, or expiration ofamendment to, the laws (or any regulation regulations of The Netherlands or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or any authority therein affecting taxation, or thereof having power to tax or as a result of any amendment to or change in an the application or official interpretation of such laws or regulations, which change or amendment or change becomes effective after the date of such laws or regulations becomes effective on or after the Issue Dateissuance, the Company would Guarantor becomes, or will become, obligated to pay any Additional Amounts with respect to any payments that it may be obligatedrequired to make pursuant to the Guaranty with respect to Securities of any series and such obligations cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to either of them, then the Securities of such series will be redeemable as a whole (but not in part), at the option of the Issuer, at any time upon not less than thirty (30) nor more than sixty (60) days' notice given to the Holders at their principal amount together with accrued interest thereon (and any Additional Amounts Payable with respect thereto) to the date fixed for reasons outside redemption (the "Tax Redemption Date"). In order to effect a redemption of its controlSecurities of any such series as described in this paragraph, the Issuer and after making such endeavors the Guarantor shall deliver to the Trustee at least forty-five (45) days prior to the Tax Redemption Date: (i) a written notice stating that the Securities of this series are to be redeemed as a whole and (ii) an opinion of independent legal counsel of recognized standing to the Company may consider reasonable to avoid such requirement, effect that the Guarantor has or will become obligated to pay Additional Amounts in excess of those attributable with respect to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes any payments that it may be redeemed at required to make pursuant to such Guaranty as a result of any time in whole, but not in part, by giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to the date of redemption; provided, however, that (i) no such change or amendment. No notice of redemption may be given earlier than 90 ninety (90) days prior to the earliest date on which the Company Guarantor would be obligated to pay such Additional Amounts, Amounts were a payment in respect of the Securities of such series then due. The notice shall additionally specify the Tax Redemption Date and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior all other information necessary to the publication of any notice of redemption pursuant to this provision, the Company shall deliver to and mailing by the Trustee (i) an Officers' Certificate stating that the Company is of notices of such redemption. The Trustee shall be entitled to effect rely conclusively upon the information so furnished by the Issuer and the Guarantor in such redemption notice and setting forth a statement of facts showing that shall be under no duty to check the conditions precedent to the right of the Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has accuracy or shall become obligated to pay such Additional Amounts as a result of such change or amendmentcompleteness thereof. Such notice, once delivered by the Company to the Trustee, notice shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration ofamendment to, the laws (or any regulation regulations or rulings thereunderpromulgated under the laws) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxationthe United States, or any amendment to change in, or change in amendments to, an official position regarding the application or official interpretation of such laws laws, regulations or regulationsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment or change of such laws or regulations is announced and becomes effective on or after the Issue Datedate of this Eleventh Supplemental Indenture, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, Issuer becomes or will become obligated to pay Additional Amounts additional amounts as described in excess of those attributable Section 4.6 hereof with respect to a Mexican withholding tax rate of 10%the Notes, thenthen the Issuer may, at the Company's option, the Notes may be redeemed at any time at its option, redeem, in whole, but not in part, by giving the Notes on not less than 30 15 nor more than 60 days' days prior written notice to the Holders, at a Redemption Price redemption price equal to 100% of the outstanding their principal amount thereofamount, plus together with accrued and unpaid interestinterest and additional amounts, and any Additional Amounts due thereonif any, on the Notes being redeemed to, but excluding, the redemption date (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest date and additional amounts, if any, in respect thereof) and all additional amounts, if any, then due and which will become due on the redemption date as a result of redemptionthe redemption or otherwise; provided, however, that (i) no such the notice of redemption may shall not be given earlier than 90 days prior to before the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts, additional amounts if a payment in respect of the Notes were then due and (ii) unless at the time such notice of redemption is given, given such obligation to pay such Additional Amounts additional amounts remains in effecteffect (or will be in effect at the time of such redemption). Prior to the publication of any such notice of redemption pursuant to this provisionredemption, the Company shall Issuer will deliver to the Trustee (ia) an Officers' ’ Certificate stating that the Company it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent obligation to the right of the Company pay additional amounts cannot be avoided by taking reasonable measures available to redeem have occurred it and (iib) an a written opinion of independent Mexican legal counsel (which may be counsel to selected by the Company) of recognized standing Issuer to the effect that the Company Issuer has been or shall will become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofadditional amounts.

Redemption for Tax Reasons. IfThe Company may, at its option, redeem the Securities, in whole but not in part, for an amount equal to 100% of the aggregate principal amount of the Security, plus accrued and unpaid Interest (the "Tax Redemption Price"), to, but excluding, the date of redemption (the "Tax Redemption Date") if the Company has become or would become obligated to pay to the holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment to, or change inoccurring after December 10, or expiration of, 2007 in the laws (or any regulation or rulings thereunder) regulations of Mexico or any political subdivision or taxing authority thereof or therein affecting taxationRelevant Taxing Jurisdiction, or any amendment to change occurring after December 10, 2007 in the interpretation or change in an application or official interpretation of such laws or regulations, which amendment or change of any such laws or regulations becomes effective on by any legislative body, court, governmental agency, taxing authority or after regulatory authority (including the Issue Date, enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company would be obligatedcannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee (i) an opinion of legal counsel specializing in taxation, for reasons outside of its controlwho is acceptable to the trustee, and after making such endeavors as to the effect that the Company may consider reasonable to avoid such requirement, or its successor has or will become obligated to pay Additional Amounts as a result of the change or amendment, that the Company or such successor cannot avoid payment of such Additional Amounts by taking reasonable measures available to it or its successors and that all governmental requirements necessary for it or any successor to effect the redemption have been complied with; and (ii) an Officers' Certificate, signed in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's optionname or its successor's name by any two of the Company's or its successor's executive officers or by the Company's or its successor's attorney in fact in accordance with the Company's or its successor's bylaws, stating that the Company or its successor is entitled to redeem the Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the Company's right or the right of any successor to so redeem have occurred or been satisfied, that the Company or such successor cannot avoid payment of such Additional Amounts by taking reasonable measures available to it or its successors and that all governmental requirements necessary for it or any successor to effect the redemption have been complied with. Subject to Section 15.09 of this Indenture, the Notes may be redeemed at Company will not and will not cause any time paying agent or the Trustee to deduct from such Tax Redemption Price any amounts on account of, or in wholerespect of, but not in partany taxes. In such event, by giving the Company will give notice to the Trustee and the holders of the Securities not less than 30 nor more than 60 days' 20 days prior written notice at a Redemption Price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to the date of fixed for redemption; provided, however, except that (i) no such the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which the Company it would be obligated to pay any such Additional Amounts, and (ii) at the time such notice of redemption is giventhe Company gives the notice, such the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. Prior to the publication of any Upon receiving such notice of redemption pursuant redemption, each holder who does not wish to this provision, have the Company shall deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has or shall become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption its Securities pursuant to this Section 3.08 shall be made 14.09 can elect to (i) convert its Securities pursuant to Article 15 of this Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the provisions Securities after such Tax Redemption Date. All future payments will be subject to the deduction or withholding of Sections 3.01 through 3.06 hereofany taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 15 but wishes to elect to not have its Securities redeemed, such holder must deliver to the Company (if the Company is acting as its own paying agent), or to the Trustee or a paying agent designated by the Company for such purpose in the notice of redemption, a written notice of election (the "Notice of Election") duly completed and signed, so as to be received by the Trustee or paying agent no later than the close of business on a Business Day at least fifteen (15) Business Days prior to the Tax Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own paying agent), or to the Trustee or a paying agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Tax Redemption Date. If cash sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Tax Redemption Date is deposited with the Trustee or paying agent prior to 10:00 a.m., New York City time, on the Tax Redemption Date, then on such Tax Redemption Date, interest, including Additional Interest, Additional Amounts, if any, cease to accrue on such Securities or portions thereof.

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of(a) The Companies, the laws (Parent or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable a successor to a Mexican withholding tax rate of 10%, then, at Company or the Company's option, Parent may redeem the Notes may be redeemed at any time of a series in whole, but not in part, by at any time upon giving not less than 30 15 nor more than 60 days' ’ prior written notice to the Holders (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof, plus together with accrued and unpaid interest, and any Additional Amounts due thereonif any, to, but excluding the date fixed for redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the tax redemption date as a result of redemptionthe redemption or otherwise, if any, if a Company, the Parent or a successor to a Company or the Parent (each, a “Payor”) determines in good faith that, as a result of: (1) any change in, or amendment to, the law or tax treaties (or any regulations, official published guidance or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined herein) affecting taxation; providedor (2) any change in, howeveror amendment to, that or the introduction of, an official position regarding the application, administration or interpretation of such laws, tax treaties, regulations, official published guidance or rulings (iincluding a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) no of a Relevant Taxing Jurisdiction (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”), such notice Payor is, or on the next interest payment date in respect of redemption may be given earlier than 90 days prior to the earliest date on which the Company Notes of such series would be obligated be, required to pay such any Additional Amounts, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior cannot be avoided by taking reasonable measures available to the publication of any notice of redemption pursuant to this provisionCompanies, the Parent or a successor to a Company shall deliver or the Parent (including, for the avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable, but not including assignment of the obligation to make payment with respect to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has or shall become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofNotes).

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the The Notes may be redeemed at any time the option of the Issuer in whole, but not in part, by at any time, on giving not less than 30 nor more than 60 days' prior written ’ notice in accordance with Condition 19 (Notices) (which notice shall be irrevocable), at their Early Redemption Amount (Tax), together with accrued interest, if any, if the Issuer has or will bec ome obliged to pay additional amounts on such Notes pursuant to Condition 11 (Taxation) as a Redemption Price equal to 100% result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the outstanding principal amount thereofUnited States or any change in the application or official interpretation of such laws, plus accrued and unpaid interestregulations or rulings, which change or amendment becomes effective on or after the date on which any person (including any person acting as underwriter, broker or dealer) agrees to purchase any of such Notes pursuant to their original issuance, and any Additional Amounts due thereon, such obligation cannot be avoided by the Issuer taking reasonable measures available to the date of redemptionit; provided, however, provided that (i) no such notice notic e of redemption may shall be given earlier than 90 days prior to the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts, and (ii) at additional interest were a payment in respect of the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectNotes then due. Prior to the publication of any notice of redemption pursuant to this provisionCondition 9, the Company Issuer shall deliver to the Trustee Fiscal Agent (iA) a certificate signed by an Officers' Certificate officer of the Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred and (iiB) an opinion a legal opinion, from lawyers of independent Mexican legal counsel (which may be counsel to recognised standing in the Company) of recognized standing United States, to the effect that the Company Issuer has or shall will become obligated to pay such Additional Amounts additional amounts on such Notes pursuant to Condition 11 (Taxation) as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. IfThe Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note nor an Indexed Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note or an Indexed Interest Note), on giving not less than 30 nor more than 60 days' notice to the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if: (i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 or the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts in each case as a result of any amendment to, or change in, or expiration ofamendment to, the laws (or any regulation or rulings thereunder) regulations of Mexico the United States of America or any political subdivision or taxing any authority thereof or therein affecting taxationhaving power to tax, or any amendment to or change in an the application or official interpretation of such laws or regulations, which change or amendment or change of such laws or regulations becomes effective on or after the Issue DateDate of the first Tranche of the Notes; and (ii) such obligation cannot be avoided by the Issuer or, as the case may be, the Company would be obligatedGuarantor taking reasonable measures available to it, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may be redeemed at any time in whole, but not in part, by giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to the date of redemption; provided, however, provided that (i) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which the Company Issuer or, as the case may be, the Guarantor would be obligated obliged to pay such Additional Amounts, and (ii) at additional amounts were a payment in respect of the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectNotes then due. Prior to the publication of any notice of redemption pursuant to this provisionCondition, the Company Issuer shall deliver to the Trustee (i) an Officers' Certificate Agent a certificate signed by two Directors of the Issuer or, as the case may be, two Directors of the Guarantor stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred occurred, and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) advisers of recognized recognised standing to the effect that the Company Issuer or, as the case may be, the Guarantor has or shall will become obligated obliged to pay such Additional Amounts additional amounts as a result of such change or amendment. Such noticeIn addition if the Issuer or, once delivered if applicable, the Guarantor determines, based upon a written opinion of independent United States legal counsel, that any payment made outside the United States by the Company Issuer, the Guarantor or any Paying Agent of principal or interest due in respect of any Note, Receipt or Coupon would, under any present or future laws or regulations of the United States of America, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which is the disclosure to the TrusteeIssuer, the Guarantor, any Paying Agent or any governmental authority of the nationality, residence or identity (as distinguished from, for example, status as a United States Alien (as defined in Condition 7)) of a beneficial owner of such Note, Receipt or Coupon who is a United States Alien the Issuer, at its option, will either (x) redeem the Notes, in whole but not in part, or (y) if and so long as the conditions of Condition 7 are satisfied, pay the additional amounts specified in Condition 7. The right of the Issuer to exercise such option will not apply where the requirement otherwise giving rise to such option (1) would not be applicable to a payment made by the Issuer, the Guarantor or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (2) can be satisfied by such custodian, nominee or other agent certifying that such beneficial owner is a United States Alien, provided that in each case referred to in sub-paragraphs (1)(ii) and (2) payment by such custodian, nominee or agent of such beneficial owner is not otherwise subject to any such requirement (other than a requirement which is imposed on a custodian, nominee or other agent described in (4) of this sentence) or (3) would not be applicable to payment made by at least one other Paying Agent or (4) is applicable to a payment to a custodian, nominee or other agent of the beneficial owner who is a United States person, a controlled foreign corporation for United States tax purposes, a foreign person 50 per cent. or more of whose gross income for the 3-year period ending with the close of its taxable year preceding the year of payment is effectively connected with a United States trade or business, or is otherwise related to the United States. Such determination and election will be made as soon as practicable, and the Issuer will promptly publish notice thereof (the "Determination Notice") stating the effective date of such certification, identification or other information or reporting requirement, whether the Notes shall be irrevocableredeemed or that the additional amounts specified in Condition 7 should be paid and (if applicable) the last date by which the redemption of the Notes must take place. Any If an election has been made that the Notes shall be redeemed, such redemption will take place on such date (being an Interest Payment Date if this Note is either a Floating Rate Note or an Indexed Interest Note), not later than one year after the publication of the Determination Notice, as the Issuer elects by notice to the Noteholders in accordance with Condition 13 at least 60 days before the date fixed for redemption. Notwithstanding the foregoing, the Notes will not be so redeemed if the Issuer subsequently determines, based on an opinion of independent United States legal counsel, no less than 30 days prior to the redemption date, that subsequent payments would not be subject to any such requirement, in which case the Issuer will promptly publish notice of such determination and any earlier redemption notice will be revoked and of no further effect. Notes redeemed pursuant to this Section 3.08 shall Condition 6(b) will be made pursuant redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the provisions date of Sections 3.01 through 3.06 hereof.redemption. (c)

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company The Issuers may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may be redeemed at any time redeem, in whole, whole but not in part, by the outstanding Notes (upon giving not less than 30 nor more than 60 days' prior written notice in accordance with the Indenture, which notice shall be irrevocable) at a Redemption Price equal to redemption price of 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, interest to the date of redemption; provided, howeverand all Additional Amounts (if any) then due and which will become due on the date of redemption as a result of the redemption or otherwise, that if on the next date on which any amount would be payable in respect of the Notes, any of the Issuers has become or would become obligated to pay any Additional Amounts or related indemnification payments in respect of the Notes, and such Issuer cannot avoid any such payment obligation by taking reasonable measures available to it, as a result of: (i) no any change in or amendment to the laws (or regulations promulgated thereunder) of a relevant Tax Jurisdiction, or (ii) any change in or amendment to any official position regarding the application or interpretation of such notice laws or regulations (including a change resulting from a holding by a court of redemption may be given earlier than 90 days competent jurisdiction), which change or amendment, in each case of (i) or (ii) of this paragraph (d), is announced and becomes effective after the Issue Date (or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, after such later date); provided that, prior to the earliest date on which the Company would be obligated to pay such Additional Amounts, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication giving of any notice of redemption pursuant to described in this provisionparagraph (d), the Company shall Issuers will deliver to the Trustee Trustee: (ix) an Officers' Officer’s Certificate stating that the Company is entitled obligation to effect pay the Additional Amounts or indemnification payments cannot be avoided by such redemption and setting forth a statement of facts showing that the conditions precedent Issuer taking reasonable measures available to the right of the Company to redeem have occurred it; and (iiy) an a written opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company (subject to customary assumptions and exceptions) such Issuer has or shall will become obligated to pay such Additional Amounts or indemnification payments as a result of such a change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofamendment described above.

Redemption for Tax Reasons. If, If as a result of any amendment to, or change in, or expiration ofamendment to, the laws (or any regulation regulations of Argentina or rulings thereunder) of Mexico or any political subdivision or taxing governmental authority thereof or therein affecting taxation, having power to tax or as a result of any amendment to or change in an the application or official interpretation of such laws or regulations, which change or amendment or change of such laws or regulations becomes effective on or after the Issue Datedate of the Offering Document relating to a Series of Notes, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, becomes obligated to pay any Additional Amounts in excess respect of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may of such Series and such obligation cannot be redeemed at any time in wholeavoided by the Company taking reasonable measures available to it, then the Notes of such Series shall be redeemable as a whole (but not in part), by giving at the option of the Company, at any time upon not less than 30 thirty (30) nor more than 60 sixty (60) days' prior written ’ notice given to the Holders thereof as provided in the Indenture at a Redemption Price equal to 100% of the outstanding their principal amount thereof, plus together with accrued and unpaid interest, interest thereon to the date fixed for redemption (the “Redemption Date”) and any Additional Amounts due thereonthen payable with respect thereto. In order to effect a redemption of the Notes of any Series under this Condition, the Company shall deliver to the date Trustee immediately prior to the filing of redemptionthe Redemption Notice (i) an Officers’ Certificate stating that the obligation to pay such Additional Amounts with respect to the Notes of such Series cannot be avoided by the Company taking reasonable measures available to it and setting forth in reasonable detail a statement of the facts relating thereto and (ii) an Opinion of Counsel to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change, amendment, official interpretation or application described above; provided, however, that (i) no such notice of redemption may be given earlier than 90 sixty (60) days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts, Amounts if interest or principal were then payable on the Notes of such Series and (ii) at the time such notice of redemption with respect to the Notes of such Series is given, such obligation to pay such Additional Amounts with respect to such Notes remains in effect. Prior to the publication of any notice of redemption pursuant to this provision, the Company shall deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has or shall become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant irrevocable with respect to the provisions Notes of Sections 3.01 through 3.06 hereofsuch Series.

Redemption for Tax Reasons. IfUnless otherwise specified in the applicable Final Terms, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (in the case of Notes other than Floating Rate Notes, Dual Currency Interest Notes or Index Linked Interest Notes) or on any Interest Payment Date (in the case of Floating Rate Notes, Dual Currency Interest Notes or Index Linked Interest Notes), on giving not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable) if, on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8, as a result of any amendment to, or change in, or expiration ofamendment to, the laws or regulations of the jurisdiction in which the Issuer is incorporated and/or any jurisdiction in which the Issuer is engaged in the conduct of a trade or business (or any regulation or rulings thereundereach, the “Relevant Jurisdiction”) of Mexico or any political subdivision or taxing any authority thereof or therein affecting taxationhaving power to tax, or any amendment to or change in an the application or official interpretation of such laws or regulations, which change or amendment or change of such laws or regulations becomes effective on or after the Issue Date, Date of the Company would be obligated, for reasons outside first Tranche of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may be redeemed at any time in whole, but not in part, by giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to the date of redemption; provided, however, provided that (i) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which the Company Issuer would be obligated obliged to pay such Additional Amounts, and (ii) at additional amounts were a payment in respect of the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectNotes then due. Prior to the publication of any notice of redemption pursuant to this provisionCondition, the Company Issuer shall deliver to the Trustee (i) Agent a certificate signed by an Officers' Certificate authorized signatory of the Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred occurred, and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) advisers of recognized standing to the effect that the Company Issuer has or shall will become obligated obliged to pay such Additional Amounts additional amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. IfThe Notes may be redeemed, at the option of the Issuer or the Parent, in whole but not in part, at any time upon not less than 30 days’ nor more than 60 days’ notice as provided in the Indenture to the holders of the Notes (which notice will be irrevocable), at a price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to (but not including) the redemption date and any Additional Amounts which otherwise would be payable only if, as a result of (1) any amendment to, or change in, or expiration ofamendment to, the laws (or any regulation regulations or rulings thereunder) promulgated thereunder of Mexico or any political subdivision or taxing authority thereof or therein a Relevant Jurisdiction, as defined below, affecting taxation; or (2) any change in, or any amendment to or change in an to, the official position regarding the application or official interpretation of such laws laws, regulations or regulationsrulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment or change of such laws or regulations becomes effective on or after the Issue DateDate with respect to any payment due or to become due under the Notes, the Company would be obligatedIndenture, for reasons outside of its controlany Intercompany Loan or the Guarantee, and after making such endeavors the Issuer or the Guarantor, as the Company case may consider reasonable to avoid such requirementbe, is, or on the next Notes Interest Payment Date would be, required to pay Additional Amounts (or, in excess the case of those attributable any payment with respect to a Mexican withholding tax rate an Intercompany Loan, would be required to withhold or deduct any taxes, duties, assessments or governmental charges of 10%whatever nature), thenand such requirement cannot be avoided by taking reasonable measures by the Issuer or the Guarantor, at as the Company's option, case may be; provided that changing the Notes may be redeemed at any time in whole, but not in part, by giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% jurisdiction of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to Issuer or the date Guarantor is not a reasonable measure for the purposes of redemptionthis section; provided, however, provided further that (i) no such notice of redemption may will be given earlier than 90 days prior to the earliest date on which the Company Issuer or the Guarantor, as the case may be, would be obligated to pay such Additional AmountsAmounts (or, and in the case of an Intercompany Loan, withhold or deduct such taxes, duties, assessments or governmental charges) if a payment in respect of the Notes (iior on an Intercompany Loan, as applicable) at the time were then due; provided further that where any such notice of redemption is given, such obligation requirement to pay such Additional Amounts remains (or withhold or deduct an amount from any payment with respect to any Intercompany Loan) is due to taxes of the Republic of Indonesia (or any political subdivision or taxing authority thereof or therein), the Issuer or the Parent shall be permitted to redeem the Notes in effectaccordance with the provisions above only if the rate of withholding or deduction in respect of which Additional Amounts are required (or in respect of which withholding is required on payments on an Intercompany Loan) is in excess of 20.0%. Prior to the publication mailing of any notice of redemption of the Notes pursuant to this provisionthe foregoing, the Company shall Issuer or the Guarantor, as the case may be, will deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has or shall become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.:

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the The Notes may be redeemed at any time the option of the Issuer in whole, but not in part, by at any time, on giving not less than 30 nor more than 60 days' prior written notice to the Noteholders (which notice shall be irrevocable) at a Redemption Price equal their principal amount, together with interest accrued to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, date fixed for redemption and any Additional Amounts due thereonthen payable, if (i) the Issuer satisfies the Trustee immediately prior to the date giving of redemptionsuch notice that it has or will become obliged to pay Additional Amounts as provided or referred to in Condition 12 (Taxation) as a result of any change in, or amendment of, the laws, treaties or regulations of The Netherlands or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, treaties or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 6 October 2010, and such obligation cannot be avoided by the Issuer taking reasonable measures available to it or (ii) KTZ satisfies the Trustee immediately prior to the giving of such notice by the Issuer that a Guarantor has or (if a demand was made under the Guarantee) would become obliged to pay Additional Amounts as provided or referred to in Condition 12 (Taxation) or the Guarantee, as the case may be, or KTZ has or will become obliged to make any such withholding or deduction as is referred to in Condition 12 (Taxation) or the Guarantee, as the case may be, from any amount paid by it to the Issuer in order to enable the Issuer to make a payment of principal or interest in respect of the Notes, in either case to any greater extent than would have been required had such a payment been required to be made on 6 October 2010, as a result of any change in, or amendment to, the laws, treaties or regulations of the Republic of Kazakhstan or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, treaties or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 6 October 2010, and such obligation cannot be avoided by the relevant Guarantor or KTZ, as the case may be, taking reasonable measures available to it; provided, however, that (i) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which the Company Issuer, such Guarantor or KTZ, as the case may be, would be obligated to pay such Additional Amounts, and (ii) at the time such notice of redemption is given, such obligation obliged to pay such Additional Amounts remains in effector make such withholding or deduction. Prior to the publication of any notice of redemption pursuant to this provisionCondition 10(b), the Company Issuer shall deliver or procure that there is delivered to the Trustee (i) an Officers' Certificate a certificate signed by two directors of the Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel advisers of recognised standing in form and substance satisfactory to the Company) of recognized standing Trustee to the effect that the Company Issuer or (as the case may be) has or shall will become obligated obliged to pay such Additional Amounts or (as the case may be) or KTZ has or will become obliged to make such withholding or deduction as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, The Trustee shall be irrevocable. Any redemption pursuant entitled to this Section 3.08 accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above in which event such certificate and opinion shall be made pursuant conclusive and binding on the Noteholders. Upon the expiry of any such notice as is referred to in this Condition 10(b), the provisions of Sections 3.01 through 3.06 hereofIssuer shall be bound to redeem the Notes in accordance with this Condition 10(b).

Redemption for Tax Reasons. If(i) The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time by giving not less than 30 and nor more than 45 days’ notice to the Principal Paying Agent and, in accordance with Condition 15, the Noteholders (which notice shall be irrevocable), if on the date of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 9 as a result of (a) any amendment to, or change in, or expiration ofamendment to, the laws (or any regulation or rulings thereunder) regulations of Mexico France or any political subdivision or taxing authority thereof or therein affecting taxationof, or any amendment authority in, or of, France having power to tax, or (b) any change in an the application or official interpretation of such laws or regulations, which and such change or amendment only occurs or change of such laws or regulations becomes became effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may be redeemed at any time in whole, but not in part, by giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal to 100% Date of the outstanding principal amount thereofNotes, plus accrued and unpaid interest, and any Additional Amounts provided that the due thereon, to the date of redemption; provided, however, that (i) for redemption shall be no such notice of redemption may be given earlier than 90 days prior to the earliest latest practicable date on which the Company would be obligated to pay Issuer could make such Additional Amounts, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectpayment without withholding for French taxes. Prior to the publication giving of any notice of redemption pursuant to this provisionparagraph, the Company Issuer shall deliver to the Trustee Principal Paying Agent (i) an Officers' Certificate stating that a certificate signed by a director of the Company is entitled to effect such redemption and Issuer setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred and stating that the Issuer is entitled to effect such redemption and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) advisers of recognized recognised standing to the effect that the Company Issuer has or shall will become obligated obliged to pay such Additional Amounts additional amounts as a result of such change or amendment. Such notice, once delivered If the Issuer would on the date of the next payment due under the Notes be prevented by the Company French law from making payment to the TrusteeNoteholders of the full amount then due and payable, notwithstanding the undertaking to pay additional amounts contained in Condition 9, then the Issuer shall forthwith give notice of such fact to the Principal Paying Agent and the Issuer shall (subject as provided below) forthwith redeem all, but not some only, of the Notes then outstanding, upon giving not less than 7 and nor more than 30 days’ irrevocable notice to the Noteholders, provided that the due date for redemption of which notice hereunder shall be given, shall be irrevocablethe latest practicable date on which the Issuer could make payment without withholding for French taxes, or if such date is past, as soon as is practicable thereafter. Any redemption Notes redeemed pursuant to this Section 3.08 shall Condition 8(b)(i) will be made pursuant to the provisions of Sections 3.01 through 3.06 hereofredeemed at their Redemption Amount.

Redemption for Tax Reasons. If(a) The Notes may be redeemed, at the option of either or both of the Issuers, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest and Liquidated Damages, if any, to the date fixed for redemption and Additional Amounts, if any, if the Issuers determine and certify to the Trustee immediately prior to the giving of such notice (which certification shall include an Opinion of Mexican Counsel) that (i) as a result of any amendment to, or change in, or expiration ofamendment to, the laws (or any regulation rules or rulings regulations promulgated thereunder) of Mexico Mexico, or political subdivision thereof or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or to, change in or expiration of an application or official interpretation or application regarding such laws, treaties, rules or regulations which are of such laws or regulationsgeneral applicability, which amendment change, amendment, application, expiration or change of such laws or regulations interpretation becomes effective on or after the Issue Date, the Company either Issuer would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in respect of interest payments on the Notes pursuant to the terms and conditions thereof in excess of those attributable to a Mexican withholding tax on the basis of a rate of 10%15% imposed on interest payments, then, at (ii) such obligation cannot be avoided by the Company's option, the Notes may be redeemed at any time in whole, but not in part, by giving not less than 30 nor more than 60 days' prior written notice at a Redemption Price equal Issuers after taking reasonable measures available to 100% of the outstanding principal amount thereof, plus accrued and unpaid interestthem to avoid it, and any Additional Amounts due thereon, to (iii) such obligation (or a separate tax obligation of equal or greater magnitude that arises from the date of redemptionstructuring contemplated by this clause (iii)) cannot be avoided by structuring the interest payments in such manner that they are paid solely by CR US (rather than CR Mexico); provided, however, provided that (ia) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which the Company either Issuer would be obligated to pay such Additional Amounts, Amounts and (iib) at the time such notice of redemption is given, such the Issuers' obligation to pay such Additional Amounts remains in effect. Prior to the publication of any notice of redemption pursuant to this provision, the Company shall deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has or shall become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the The Notes may be redeemed at any time the option of the Issuer in whole, but not in part, by at any time, on giving not less than 30 nor more than 60 days' prior written ’ notice at a Redemption Price equal to 100% the holders of the outstanding Notes (which notice shall be irrevocable) at their principal amount thereofamount, plus together with interest accrued and unpaid interest, and any Additional Amounts due thereon, to the date of fixed for redemption; provided, howeverif, immediately before giving such notice, the Issuer satisfies the Trustee that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 9 as a result of any change in, or amendment to, the laws or regulations of the Republic of Kazakhstan or any political subdivision or any authority thereof having power to tax therein, or any change in the application or official interpretation of such Additional Amountslaws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 15 April 2003 and (ii) at the time such notice of redemption is given, such obligation cannot be avoided by the Issuer taking reasonable measures available to pay such Additional Amounts remains in effectit. Prior to the publication of any notice of redemption pursuant to this provision, Condition 7(2) the Company Issuer shall deliver or procure that there is delivered to the Trustee (i1) an Officers' Certificate a certificate signed by two directors of the Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company Issuer so to redeem have occurred and (ii2) an opinion of independent Mexican legal counsel (which may be counsel advisers in form and substance satisfactory to the Company) Trustee of recognized recognised standing to the effect that the Company Issuer has or shall will become obligated obliged to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, The Trustee shall be irrevocable. Any redemption pursuant entitled to this Section 3.08 accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances set out in (i) and (ii) above in which event they shall be made pursuant conclusive and binding on the holders of the Notes. Upon the expiry of any such notice as is referred to in this Condition 7.2, the provisions of Sections 3.01 through 3.06 hereofIssuer shall be bound to redeem the Notes in accordance with this Condition 7.2.”;