Common use of REPAYMENT, PURCHASE AND REDEMPTION Clause in Contracts

REPAYMENT, PURCHASE AND REDEMPTION. 1.1 Subject as provided below, each Noteholder shall be entitled to require the Company to repay the whole or any part (being £0.01 nominal or any integral multiple thereof) of the principal amount of his holding of Notes at par together with accrued interest (after deduction of tax) settled in cash or in kind, up to but excluding the date of redemption, on any date falling prior to 31 December 2034. To exercise such entitlement, the Noteholder must complete a notice of repayment (a "Notice of Repayment") set out below, stating the amount required to be repaid, the required currency of repayment and the date for repayment thereof, sign and date the Notice of Repayment and lodge the same with the Certificate at the office of the Registrar. A Notice of Repayment given in accordance with this Condition shall be irrevocable. 1.2 The Company may at any time on or after the date falling six months after the latest date of issue of any of the outstanding Notes purchase any Notes then in issue at any price by tender (available to all Noteholders alike), private treaty or otherwise by agreement with the relevant Noteholder(s). 1.3 Unless previously repaid, redeemed or purchased by the Company, the Notes shall be repaid in full at par on 31 December 2034. 1.4 On a repayment, redemption or purchase pursuant to this Condition 1 on 31 December 2034, the Company shall, if the Company so elects by notice in writing to Noteholders giving not less than 28 days' written notice, pay to each Noteholder in lieu of and in satisfaction of the principal amount of such Noteholder's Notes to be redeemed an amount of GBP equal to the amount in GBP that the USD amount equal to the principal amount of such Noteholder's Notes to be redeemed could have purchased on the date being 28 days before 31 December 2034 at the spot rate for the purchase of GBP with USD certified by the Company as prevailing at 11.00 am (London time) on that day (or, if such day is not a business day, the next following business day) or as soon as practicable thereafter (rounded, if necessary, to the nearest £0.01) provided that such amount shall not be less than 99.5 per cent. or more than 100.5 per cent. (and, if it would otherwise be less than 99.5 per cent., it shall be equal to 99.5 per cent. and, if it would otherwise be more than 100.5 per cent., it shall be equal to 100.5 per cent.) of the amount in GBP that the USD principal amount of the Notes to be redeemed could have purchased on 31 December 2034 (at the rate certified by the Company in accordance with the terms set out above). The certificate of the Company shall, in the absence of manifest error, be final and binding.

REPAYMENT, PURCHASE AND REDEMPTION. 1.1 Subject as provided below3.1 Unless previously repaid, each Noteholder shall be entitled to require redeemed or purchased and cancelled by the Company to in accordance with these Conditions, the Company shall repay the whole or any part (being £0.01 nominal or any integral multiple thereof) immediately in cash all of the principal amount of his holding of Loan Notes then in issue at par together with all accrued interest (after deduction of tax) settled and unpaid interest, calculated in cash or in kind, accordance with Condition 2 up to but excluding the date of redemptionrepayment, on the Maturity Date or, if such a day is not a Business Day, on the next Business Day (less any date falling prior tax which is required by law imposed by the United Kingdom to 31 December 2034. To exercise such entitlementbe deducted or withheld). 3.2 A Noteholder may, by completing and signing the Noteholder must complete a redemption notice set out on the reverse of repayment his or her Loan Note certificate (a "Notice of Repaymentredemption notice") set out below, stating the amount required to be repaid, the required currency of repayment and the date for repayment thereof, sign and date the Notice of Repayment and lodge delivering the same (together with the Certificate at the office of the Registrar. A Notice of Repayment given his or her Loan Note certificate) in accordance with the instructions thereon not less than 30 days prior to an Interest Payment Date (such Interest Payment Date also referred to herein as a "redemption date"), irrevocably require the Company to redeem for cash at par together with accrued but unpaid interest the whole or a part of his or her holding of Loan Notes, in the latter case only in amounts or integral multiples of £1.00, on the redemption date, provided that no redemption notice may be given pursuant to this Condition 3.2 in respect of any Loan Notes: (A) if a redemption notice has previously been given by the Company pursuant to Condition 3.6 below; or (B) before the expiry of six months from the date of issue of such Loan Notes. 3.3 Any person becoming entitled to Loan Notes in consequence of the death of a Noteholder may, by delivering a redemption notice (together with the Loan Note certificate of the deceased Noteholder) in accordance with the instructions thereon, irrevocably require the Company to redeem for cash at par together with accrued but unpaid interest up to but excluding the redemption date (less any tax which is required by law imposed by the United Kingdom to be deducted or withheld) the whole or a part of his or her holding of Loan Notes, in the latter case only in amounts or integral multiples of £1.00, whereupon the Company shall become irrevocably obliged to redeem the relevant Loan Notes on such date as the Directors shall determine and notify in writing to the person who delivered the redemption notice, being no less than 30, and no more than 60, days following the date of receipt by the Company of the redemption notice (such date being the redemption date in respect of the relevant Loan Notes). No redemption notice may be given pursuant to this Condition 3.3 in respect of any Loan Notes if a redemption notice has previously been given by the Company pursuant to Condition 3.6 below. 3.4 Following service of a redemption notice, the Company shall, on the redemption date, redeem the Loan Notes to which it relates at par together with accrued but unpaid interest up to but excluding the redemption date (less any tax which is required by law imposed by the United Kingdom to be deducted or withheld). If any redemption date falls on a day which is not a Business Day, payments provided for in this Condition 3.3 shall be made on the next Business Day (for the avoidance of doubt, no interest shall be payable on respect of any such extension). A redemption notice delivered in accordance with Condition 3.2 or Condition 3.3 is irrevocable. 1.2 3.5 The Company Company, or any other Subsidiary of the Guarantor, may at any time on or after the date falling six months after the latest date of issue of any of the outstanding Notes purchase any Loan Notes then in issue at any price by tender (available to all Noteholders alikeon a pro rata basis), private treaty or otherwise by agreement with the relevant Noteholder(s). 1.3 Unless previously repaid3.6 If at any time on or after the fifth anniversary of the date of issue of the Loan Notes the principal amount of Loan Notes outstanding is equal to or less than £[•]1, redeemed or purchased the Company may (on giving the Noteholders not less than 20 days' notice in writing) redeem all (but not some only) of the outstanding Loan Notes at par together with accrued but unpaid interest (subject to any requirement by law imposed by the Company, United Kingdom to deduct or withhold tax) up to (but excluding) the Notes date specified as the redemption date in the notice. A notice delivered under this condition is revocable by the Company at any time before the redemption date specified in the notice. A redemption made in accordance with this Condition shall be repaid in full at par on 31 December 2034made pari passu among the Noteholders. 1.4 On a repayment, redemption or purchase 3.7 A Noteholder may elect that the principal amount of the Loan Notes to be redeemed pursuant to this Condition 1 on 31 December 2034a redemption notice shall be redeemed in US dollars. Such election must be given by the Noteholder in the relevant redemption notice. In the event that a Noteholder so elects, the Company shall, if on the Company so elects by notice in writing to Noteholders giving not less than 28 days' written noticerelevant redemption date, pay to each the Noteholder an amount in lieu of and in satisfaction of US dollars (rounded if necessary to the nearest cent (half a cent being rounded upwards)) obtained by converting the principal amount outstanding of such Noteholder's Loan Notes to be redeemed an amount of GBP equal to the amount in GBP that the USD amount equal to the principal amount of such Noteholder's Notes to be redeemed could have purchased on the date being 28 days before 31 December 2034 into US dollars (at the spot rate for the purchase of GBP US dollars with USD sterling certified by the Company as prevailing at 11.00 am a.m. London time on the date which is 21 days before the date of redemption or, if such date is not a Business Day, on the immediately preceding Business Day). 3.8 If the amount payable in US dollars under Condition 3.7 would otherwise exceed the amount in US dollars obtained by converting 100.25% of the principal amount outstanding of such Notes into US dollars at the spot rate for the purchase of US dollars with sterling certified by the Company as prevailing at 11.00 a.m. (London time) on that day (or, if such day is not a business daythe date of redemption, the next following business day) or as soon as practicable thereafter latter amount shall be substituted therefor (rounded, rounded if necessary, necessary to the nearest £0.01) provided that such amount shall not be less than 99.5 per cent. or more than 100.5 per cent. cent (andhalf a cent being rounded upwards)). 3.9 For the purposes of this Condition 3, if it would otherwise be less than 99.5 per cent., it shall be equal to 99.5 per cent. and, if it would otherwise be more than 100.5 per cent., it shall be equal to 100.5 per cent.) of the amount in GBP that the USD principal amount of the Notes to be redeemed could have purchased on 31 December 2034 (at the rate certified by the Company in accordance with the terms set out above). The certificate of the Company shall, in the absence of manifest error, be final and binding.

REPAYMENT, PURCHASE AND REDEMPTION. 1.1 Subject as provided below, each Noteholder shall be entitled to require the Company to repay the whole or any part (any such part being £0.01 1,000 nominal or any integral multiple thereof) of the principal amount of his holding of Notes at par par, together with accrued interest thereon (after deduction of taxsubject to any requirement to deduct applicable withholding tax (if any) settled in cash or in kind, therefrom) up to but excluding the date of redemptionrepayment, on any date falling at least thirty days after the date of issue of the relevant Notes and falling prior to 31 December 20344 January 2015. To exercise such entitlement, the Noteholder must complete a notice of repayment (a "Notice of Repayment") set out below, stating the amount required to be repaid, the required currency of repayment repaid and the date for repayment thereof, sign and date the Notice of Repayment and lodge the same with the Certificate at the office of the RegistrarRegistrar not less than 30 days prior to the due date for repayment. A Notice of Repayment given in accordance with this Condition shall, without the consent of the Company, be irrevocable. In the event that (i) a Noteholder is a Nominee in respect of any Notes (a “Nominee Noteholder”) and wishes to redeem any or all of such Notes on behalf of a beneficial owner of such Notes and (ii) the entire notional amount of Notes beneficially owned by such beneficial owner is not equal to £ 1,000 or an integral multiple thereof, such Nominee Noteholder shall be irrevocableentitled to redeem the full nominal amount in respect of such beneficial holding of Notes, to ensure that the relevant beneficial holder is able to redeem all of its respective beneficial holding of Notes. 1.2 If, at any time on or after 4 January 2012, the principal amount of all Notes outstanding shall be less than forty per cent. in total nominal amount of the Notes issued in connection with the Acquisition, the Company shall be entitled, upon giving to the Noteholders not less than 30 days’ notice in writing, to redeem all (but not some only) of the Notes then in issue at par together with accrued interest (subject to any requirement to deduct applicable withholding tax (if any)) up to but excluding the date of redemption. 1.3 The Company may at any time on or after the date falling six months after the latest date of issue of any of the outstanding Notes purchase any Notes then in issue at any price by tender (available to all Noteholders alike), private treaty or otherwise by agreement with the relevant Noteholder(s). 1.3 1.4 Unless previously repaid, redeemed or purchased by the Company, the Notes shall be repaid in full at par on 31 December 20344 January 2015, together with accrued interest (subject to any requirement to deduct applicable withholding tax (if any) thereform) up to but excluding that date. 1.4 On 1.5 Each Noteholder may, by giving no less than 30, and no more than 35 days’ prior written notice to the Company, elect to require the Company to pay on a repaymentredemption, redemption the whole (whatever the amount) or purchase any part (any such part being £1,000 nominal or any integral multiple thereof) of the principal amount of his Notes to be redeemed pursuant to this Condition 1 on 31 December 2034, the Company shall, if the Company so elects by notice in writing to Noteholders giving not less than 28 days' written notice, pay to each Noteholder in lieu of and in satisfaction of the principal amount in sterling of such Noteholder's the Notes to be redeemed an amount of GBP equal to the amount in GBP that the USD amount equal to the principal amount of such Noteholder's Notes Noteholder US Dollars Redemption Amount, to be redeemed could have purchased on the date being 28 days before 31 December 2034 at the spot rate for the purchase of GBP determined in accordance with USD certified by the Company as prevailing at 11.00 am (London time) on that day (or, if such day is not a business day, the next following business day) or as soon as practicable thereafter (rounded, if necessary, to the nearest £0.01) provided that such amount shall not be less than 99.5 per centCondition 12. or more than 100.5 per cent. (and, if it would otherwise be less than 99.5 per cent., it A11258700/3.0/23 Dec 2009 2.1 Each Noteholder shall be equal entitled to 99.5 per cent. and, if it would otherwise be more than 100.5 per cent., it shall be equal to 100.5 per cent.) of the amount in GBP that the USD principal amount require all or part of the Notes (being £1 nominal or any integral multiple thereof) registered in his name (so far as not previously repaid and unless otherwise agreed by him) to be redeemed could have purchased on 31 December 2034 repaid immediately at par, together with accrued interest (at subject to any requirement to deduct applicable withholding tax (if any)), in each of the rate certified following events, upon written notice by such Noteholder to the Company so long as that event is continuing: 2.1.1 any principal or interest payable on any of the Notes held by that Noteholder is not paid in accordance with full within 30 days of the terms set out abovedue date for payment (save to the extent any shortfall in such payment is due to a requirement to deduct applicable withholding tax at source from such payment). The certificate ; or 2.1.2 the making of an order by a competent court or the passing of an effective resolution for the winding-up or dissolution of the Company shall(other than for the purposes of a reconstruction, amalgamation or merger.) The Company shall give the Noteholders notice in writing of the absence happening of manifest error, be final and bindingany of the foregoing events promptly after becoming aware of the same.