Common use of Right of Redemption Clause in Contracts

Right of Redemption. (a) At any time prior to November 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November August 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2018, the Issuer (to may redeem the extent it receives such proceeds and has not used such proceedsNotes, directly in whole or indirectlyin part, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' ’ prior notice by mail delivered to each Holder DTC for communication to entitled account Holders through the facilities of Securities DTC, with a copy to be redeemed at such Holder's address appearing in the Security RegisterTrustee, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000redemption price equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. On and after August 1, 2018 (the “First Call Date”), the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice to Holders by delivery of the Securities notice to DTC for communication to entitled account Holders, with a copy to the Trustee, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Additional Amounts, if any, to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due if redeemed during the twelve-month period beginning on an Interest Payment Date that is on or August 1 of each of the years indicated below: Year Percentage 2018 105.156 % 2019 103.438 % 2020 101.719 % 2021 and thereafter 100.000 % In addition, prior to the Redemption Date). (b) In the event that (i) the Guarantor or August 1, 2018, the Issuer has become or would become obligated may, at its option, redeem up to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 10040% of the Accreted Value thereof on aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 106.875% of the Redemption Dateaggregate principal amount thereof, together with plus accrued and unpaid interest thereonthereon and Additional Amounts, if any, to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings of Parent or any direct or indirect parent of the Issuer to the Redemption Date)extent such net cash proceeds are contributed to Parent; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) The Notes will not be redeemable at any time prior to maturity except as set forth below. At any time prior to November October 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2017, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Notes also may be redeemed in whole or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) mayin part, at its optionthe option of the Company, apply an amount at a Redemption Price equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3100% of the original aggregate principal amount at maturity thereof plus the Applicable Premium as of the Securities; providedRedemption Date, howeverplus accrued and unpaid interest, that Securities in an amount equal if any, to at least 66 2/3% of but not including the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days (subject to the right of holders of record on the related sale and relevant record date to receive interest due on the relevant interest payment date). Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address (in the case of Global Notes, it being understood that the Depositary may also send such notice electronically to the beneficial holders), not less than 30 nor more than 60 days' notice by mail days prior to each Holder of Securities to the Redemption Date. On or after October 1, 2017, the Notes may be redeemed in whole or in part, at such Holder's address appearing in the Security Register, in amounts option of $1,000 or an integral multiple of $1,000 the Company at a the Redemption Price (expressed as a percentage of 112.000% of the Accreted Value of the Securities principal amount) set forth below, plus accrued and unpaid interest to to, but excluding not including, the applicable Redemption Date (subject to, in the case of a Global Security in bearer form, to the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is the relevant interest payment date), if redeemed during the twelve-month period commencing on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing October 1 of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income years indicated below: 2017 102.652 % 2018 101.750 % 2019 100.875 % 2020 and Corporation Taxes Act 1988) (as provided for in Section 10.09)thereafter 100.000 % In addition, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100prior to October 1, 2015, the Company may redeem up to 35% of the Accreted Value thereof on aggregate principal amount of the Notes (including any Additional Notes) with the Net Cash Proceeds of one or more sales of common stock of the Company at any time as a whole or from time to time in part, at a Redemption DatePrice (expressed as a percentage of principal amount) of 105.25%, together with plus accrued and unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication ; provided that (i) at least 60% of the aggregate principal amount of Notes originally issued on the Closing Date remains outstanding after each such redemption and (ii) notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect any such redemption based on a written opinion is mailed within 60 days after each such sale of independent tax counsel or accounting firm reasonably satisfactory to the Trusteecommon stock. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time The Securities may be redeemed prior to November June 1, 2001, 2002 only in the event that the Guarantor Company receives net cash proceeds from the public or private any sale of its Common Stock (other than Disqualified Stock)) in a Strategic Equity Investment on or before June 1, 2000, in which case the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) Company may, at its option, apply an amount equal to use all or a portion of any such net cash proceeds to redeem, from time to time, redeem Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; Securities provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding outstanding after each such redemption. Each Such redemption must occur on a Redemption Date within 180 75 days of the related any such sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000110% of the Accreted Value principal amount of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the IssuerCompany, at any time on or after November June 1, 2003 2002 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to to, but excluding excluding, the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November December 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2020, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of redemption (any applicable date of redemption hereunder, the Holder thereof and“Redemption Date”), in the case of Definitive Securities, subject to the right of Holders of record of the Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after December 1, 2020, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for set forth in Section 10.09)11.06, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption DatePrices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, together with plus accrued and unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of the Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on December 1 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2020 104.313 % 2021 102.156 % 2022 and thereafter 100.00 % In addition, prior to December 1, 2020, the Issuer shall deliver may, at its option, upon notice as set forth in Section 11.06, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 108.625% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that the Issuer is entitled extent such net cash proceeds are received by or contributed to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1plus (ii) accrued and unpaid interest thereon, 2003 and prior to maturityif any, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of the Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (a) at least 50% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date (but excluding any Additional Notes issued under this Indenture after the Issue Date) remains Outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering. In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain Outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder in such tender offer) plus accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date.

Right of Redemption. (a) At any time prior to November 1October 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2021, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Issuers may redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 1105, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. Neither the Trustee nor the Paying Agent shall be responsible for calculating or verifying the Applicable Premium. On and after October 15, 2021, the Issuers may redeem the Notes, in whole or in part, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due if redeemed during the twelve-month period beginning on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result October 15 of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing each of the Securities on a "recognized stock exchange" (within years indicated below: 2021 103.844 % 2022 102.563 % 2023 101.281 % 2024 and thereafter 100.00 % In addition, until October 15, 2021, the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (Issuers may, at their option, upon notice as provided for set forth in Section 10.09)1105, and (ii) the Guarantor and the Issuer are unable on one or more occasions redeem up to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 10035% of the Accreted Value thereof on aggregate principal amount of Notes issued under this Indenture at a Redemption Price equal to 105.125% of the Redemption Dateaggregate principal amount thereof, together with plus accrued and unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption extent such net cash proceeds are received by or contributed to Parent; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date)) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) At any time prior to November March 1, 200120001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000110.125% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November March 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time On or after October 1, 2017 and prior to November 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)maturity, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) Company may, at its option, apply an amount equal to in whole or in part, at any such net cash proceeds to redeem, time or from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% redeem any of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and Notes upon not less than 30 nor more than 60 days' ’ prior notice mailed by first-class mail to each Holder of Securities to be redeemed at such Holder's ’s last address appearing as it appears in the Security RegisterRegister or otherwise delivered in accordance with DTC procedures. The Notes will be redeemable at the following Redemption Prices (expressed in percentages of principal amount), in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest and unpaid interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date)., if redeemed during the 12-month period commencing on October 1 of the following years: Year Redemption Price 2017 102.688 % 2018 101.792 % 2019 100.896 % 2020 and thereafter 100.000 % (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated addition, prior to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)October 1, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation2015, the Guarantor making payments directly to holders under the Securities GuaranteeCompany may, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor)at its option, then the Issuer may redeem all, but not less than all, of the Securities at any time at 100or from time to time, redeem up to 35% of the Accreted Value thereof on aggregate principal amount of the Redemption Notes (including additional Notes issued after the Closing Date, together if any) originally issued with the net proceeds from one or more Equity Offerings at a Redemption Price of 105.375% of their principal amount, plus accrued interest thereonand unpaid interest, if any, to but excluding the Redemption Date (subject to, in to the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right rights of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date). Prior to the publication ; provided, however, (i) that Notes representing at least 65% of the aggregate principal amount of the Notes (including additional Notes issued after the Closing Date, if any) originally issued remain outstanding immediately after each such redemption; and (ii) that notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect each such redemption based on a written opinion is mailed within 90 days after the closing of independent tax counsel or accounting firm reasonably satisfactory to the Trusteerelated Equity Offering. (c) The Securities further may Prior to October 1, 2017, the Company shall be redeemed, as entitled at its option to redeem all or a whole or in part, at the election portion of the IssuerNotes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, at any time on or after November 1and accrued and unpaid interest, 2003 and prior to maturityif any, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in to, the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date applicable redemption date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Daterelevant interest payment date).

Right of Redemption. (a) At any time prior to November 115, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000110.500% of the Accreted Value principal amount of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value principal amount thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 115, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At Except as described in this Section 3.01 and Paragraph 10 of the form of Note set forth in Exhibit A, the Notes may not be redeemed. (b) The Notes shall be redeemable, at the option of the Company, in whole, but not in part, on any time Interest Payment Date prior to November February 1, 20012017, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon giving not less than 30 nor more than 60 days' ’ notice by mail to each Holder of Securities to the Holders (which notice shall be redeemed at such Holder's address appearing in the Security Registerirrevocable), in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to the greater of: (1) 100% of the Accreted Value of the Securities principal amount thereof to be redeemed, plus accrued interest to but excluding and any Additional Amounts payable with respect thereto; and (2) the sum of the present values of (A) the Redemption Price of the Notes at February 1, 2017 (as set forth below) and (B) the remaining scheduled payments of interest from the Redemption Date to February 1, 2017 but excluding accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second Business Day immediately preceding the Redemption Date) plus 50 basis points; plus, in either case, accrued and unpaid interest, if any, and any Additional Amounts to the Redemption Price (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an the relevant Interest Payment Date that is on or Date). Any notice to Holders of the Notes of a redemption shall include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. In the event of such a redemption, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time On or after September 1, 2018 and prior to November 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)maturity, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) Company may, at its option, apply an amount equal to in whole or in part, at any such net cash proceeds to redeem, time or from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% redeem any of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and Notes upon not less than 30 nor more than 60 days' ’ prior notice mailed by first-class mail to each Holder of Securities to be redeemed at such Holder's ’s last address appearing as it appears in the Security RegisterRegister or otherwise delivered in accordance with DTC procedures. The Notes will be redeemable at the following Redemption Prices (expressed in percentages of principal amount), in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest and unpaid interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date)., if redeemed during the 12-month period commencing on September 1 of the following years: Year Redemption Price 2018 103.188 % 2019 102.125 % 2020 101.063 % 2021 and thereafter 100.000 % (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated addition, prior to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)September 1, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation2016, the Guarantor making payments directly to holders under the Securities GuaranteeCompany may, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor)at its option, then the Issuer may redeem all, but not less than all, of the Securities at any time at 100or from time to time, redeem up to 35% of the Accreted Value thereof on aggregate principal amount of the Redemption Notes (including additional Notes issued after the Closing Date, together if any) originally issued with the net proceeds from one or more Equity Offerings at a Redemption Price of 106.375% of their principal amount, plus accrued interest thereonand unpaid interest, if any, to but excluding the Redemption Date (subject to, in to the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right rights of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date). Prior to the publication ; provided, however, (i) that Notes representing at least 65% of the aggregate principal amount of the Notes (including additional Notes issued after the Closing Date, if any) originally issued remain outstanding immediately after each such redemption; and (ii) that notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect each such redemption based on a written opinion is mailed within 90 days after the closing of independent tax counsel or accounting firm reasonably satisfactory to the Trusteerelated Equity Offering. (c) The Securities further may Prior to September 1, 2018, the Company shall be redeemed, as entitled at its option to redeem all or a whole or in part, at the election portion of the IssuerNotes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, at any time on or after November 1and accrued and unpaid interest, 2003 and prior to maturityif any, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in to, the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date applicable redemption date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Daterelevant interest payment date).

Right of Redemption. (a) At any time prior to November May 1, 20012012, the Co-Issuers may redeem the Notes, in the event that the Guarantor receives net cash proceeds from the public whole or private sale of its Common Stock (other than Disqualified Stock)in part, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' ’ prior notice mailed by first-class mail postage prepaid, with a copy to the Trustee, to each Holder of Securities the Notes to be redeemed at the address of such Holder's address Holder appearing in the Security Registersecurity register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000redemption price equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, and Additional Amounts, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. On or after May 1, 2012 (the “First Call Date”), the Co-Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, and Additional Amounts, if any, to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due if redeemed during the twelve-month period beginning on an Interest Payment Date that is on or May 1 of each of the years indicated below: Year Percentage 2012 105.50 % 2013 102.75 % 2014 and thereafter 100.00 % In addition, prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)May 1, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation2011, the Guarantor making payments directly Co-Issuers may, at their option, redeem up to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 10035% of the Accreted Value thereof on aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 111.0% of the Redemption Dateaggregate principal amount thereof, together with plus accrued and unpaid interest thereonthereon and Special Interest, if any, and Additional Amounts, if any, to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Dateinterest payment date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings of Holdings or any direct or indirect parent of the Issuer to the Redemption Date)extent such net cash proceeds are contributed to Holdings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) At any time prior to November 1April 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2024, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of redemption (any applicable date of redemption hereunder, the Holder thereof and“Redemption Date”), in the case of Definitive Securities, subject to the right of Holders of record of the Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after April 15, 2024, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for set forth in Section 10.09)11.06, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption DatePrices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, together with plus accrued and unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of the Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on December 1 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2024 102.250 % 2025 101.125 % 2026 and thereafter 100.000 % In addition, prior to April 15, 2024, the Issuer shall deliver may, at its option, upon notice as set forth in Section 11.06, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 104.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that the Issuer is entitled extent such net cash proceeds are received by or contributed to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1plus (ii) accrued and unpaid interest thereon, 2003 and prior to maturityif any, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of the Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date (but excluding any Additional Notes issued under this Indenture after the Issue Date) remains Outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering. In addition, during any twelve-month period commencing on or after the Issue Date and ending prior to April 15, 2024, the Issuer may redeem in each twelve-month period up to 10% of the aggregate principal amount of the Notes (including Additional Notes) issued under this Indenture, upon notice as described under Article Eleven at a purchase price equal to 103.000% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date. In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (except that such notice may be delivered or mailed more than 60 days prior to the Redemption Date or purchase date if the notice is subject to one or more conditions precedent as described under Article Eleven), given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain Outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder in such tender offer) plus accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date.

Right of Redemption. (a) At Except as otherwise provided below, the Notes will not be redeemable at the option of the Company before September 15, 2011. Thereafter, the Notes will be redeemable, at the option of the Company, in whole or in part, at any time or from time to time on and prior to November 1, 2001, maturity. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 10.05. The Notes will be so redeemable at the event that following Redemption Prices (expressed as a percentage of principal amount on the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stockrelevant Redemption Date), the Issuer (plus accrued and unpaid interest to the extent it receives such proceeds relevant Redemption Date, if redeemed during the twelve-month period commencing on September 15 of the years set forth below: 2011 104.125 % 2012 102.750 % 2013 101.375 % 2014 and has not used such proceedsthereafter 100.000 % Prior to September 15, directly or indirectly2009, to redeem or repurchase other securities pursuant to optional redemption provisions) the Company may, at its option, apply an amount equal to on any such net cash proceeds to redeemone or more occasions, from time to time, Securities in a principal amount at maturity of redeem up to an aggregate amount equal to 33 1/335% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of Notes (including any Additional Notes issued after the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Issue Date) at a Redemption Price of 112.000equal to 108.250% of the Accreted Value of the Securities principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than allincluding, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereonall or a portion of the net proceeds of one or more sales (other than to a Subsidiary or Joint Venture of the Company) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and provided, if anyfurther, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to but excluding September 15, 2011, the Redemption Date (subject toCompany may also redeem, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, the Notes at the election a Redemption Price equal to 100% of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder principal amount of Securities Notes to be redeemed at such Holder's address appearing in redeemed, plus the Security RegisterApplicable Premium (as defined below) as of, in amounts of $1,000 or an integral multiple of $1,000and accrued and unpaid interest thereon to, at but not including, the Redemption Prices specified in Date, subject to the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right rights of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an the relevant Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November September 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2019, the Issuer may redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and has not used such proceedsafter September 1, directly 2019, the Issuer may redeem the Notes, in whole or indirectlyin part, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on September 1 of each of the years indicated below: 2019 104.438 % 2020 102.219 % 2021 and thereafter 100.000 % In addition, until September 1, 2019, the Issuer may, at its option, apply an amount equal to any such net cash proceeds to redeemupon notice as set forth in Section 1105, from time to time, Securities in a principal amount at maturity of on one or more occasions redeem up to an aggregate amount equal to 33 1/335% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Notes issued under this Indenture at a Redemption Price of 112.000equal to 108.875% of the Accreted Value of the Securities aggregate principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption Date). (b) In extent such net cash proceeds are received or contributed to the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) Issuer; provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100least 60% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right sum of the Holder thereof andaggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, in the case of Definitive Securitiesfurther, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication each such redemption occurs within 120 days of the notice date of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect closing of each such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeEquity Offering. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) Except as pursuant to this Section 3.01 the Company may not redeem the Notes prior to the Maturity Date. At any time prior to November 1August 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2019, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may on one or indirectly, to more occasions redeem all or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturityNotes, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000’ notice, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the Redemption Prices specified in the form of Security hereinbefore set forthDate, together with plus accrued interest to and unpaid interest, if any, to, but excluding not including, the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). At any time prior to August 15, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a Redemption Price (expressed as a percentage of principal amount) of 105.625%, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date (subject to the rights of Holders of record on the relevant Regular Record Date, Date that is prior to the Redemption Date to receive Interest interest due on an Interest Payment Date Date) with the Net Cash Proceeds of an Equity Offering; provided that is on or (i) at least 65% of the aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (ii) the redemption occurs within 120 days of the date of the closing of such Equity Offering. Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to August 15, 2019. On or after August 15, 2019, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable Redemption Date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date: 2019 104.219 % 2020 102.813 % 2021 101.406 % 2022 and thereafter 100.000 % Unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a Redemption Price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the Redemption Date).

Right of Redemption. (a) At any time prior to November 1February 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2024, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after February 15, 2024, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on February 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: Year Percentage 2024 102.125 % 2025 101.063 % 2026 and thereafter 100.000 % In addition, until February 15, 2024, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 104.250% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date and the original principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At Except as set forth in this Section 1001, the Notes will not be redeemable at the option of the Issuers prior to May 15, 2007. Thereafter, the Notes will be redeemable, at the Issuers' option, in whole or in part, and from time to time on and after May 15, 2007 and prior to maturity; provided, however, that any such optional redemption may only be effected concurrently by both of the Issuers on a pro rata basis as between their respective Portions, based on the relative proportions of the Jafra US Portion and the Jafra Distribution (Mexico) Portion. Such redemption may be made upon notice mailed by first-class mail to each Holder's registered address in accordance with Section 1005. Any such redemption and notice may, in the Issuers' discretion, be subject to the satisfaction of one or more conditions precedent. The Notes will be so redeemable at the following Redemption Prices (expressed as a percentage of principal amount), plus accrued interest, if any, to the relevant Redemption Date (subject to Section 307), if redeemed during the 12-month period commencing on May 15 of the years set forth below: PERIOD REDEMPTION PRICE 2007............................. 105.375% 2008............................. 102.688% 2009 and thereafter.............. 100.000% (b) In addition, at any time and from time to time prior to November 1May 15, 20012006, the Issuers at their option may concurrently redeem the Notes, on a pro rata basis as between their respective Portions (based on the relative proportions of the Jafra US Portion and the Jafra Distribution (Mexico) Portion), in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an aggregate principal amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/335% of the original aggregate principal amount at maturity of the SecuritiesNotes (including the principal amount of any Additional Notes), with funds in an aggregate amount (the "Redemption Amount") not exceeding the aggregate cash proceeds of one or more Equity Offerings, at a Redemption Price (expressed as a percentage of principal amount thereof) of 110.750% plus accrued interest, if any, to the Redemption Date (subject to Section 307); provided, however, that Securities in an aggregate principal amount of the Notes equal to at least 66 2/365% of the original aggregate principal amount at maturity of the Securities Notes (including the principal amount of any Additional Notes) must remain Outstanding outstanding after each such redemption. Each The Issuers may make such redemption must occur on a Redemption Date within upon notice mailed by first-class mail to each Holder's registered address in accordance with Section 1005 (but in no event more than 180 days after the completion of the related sale Equity Offering). Any such notice may be given prior to the completion of the related Equity Offering, and upon any such redemption or notice may, at the Issuers' discretion, be subject to the satisfaction of one or more conditions precedent, including the completion of the related Equity Offering. (c) [Intentionally omitted] (d) The Jafra Distribution (Mexico) Portion of the Notes may be redeemed, at the option of Jafra Distribution (Mexico), at any time as a whole but not in part, on not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Registeraccordance with Section 1005, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest equal to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Dateprincipal amount thereof, together with plus accrued and unpaid interest thereon, (if any, ) to but excluding the Redemption Date date of redemption (subject toto Section 307), in the case event Jafra Distribution (Mexico), any successor to Jafra Distribution (Mexico) or any current or future Note Guarantor of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).Jafra Distribution

Right of Redemption. (a) At The Securities may be redeemed at the option of the Company, as a whole or from time to time in part, at any time prior to November 1May 15, 20012004, subject to the conditions and at the Redemption Price specified in the event that the Guarantor receives net cash proceeds from the public or private sale form of its Common Stock (other than Disqualified Stock)Security attached hereto as Exhibit A, the Issuer (together with accrued and unpaid interest, if any, to the extent it receives such proceeds and has not used such proceedsRedemption Date. (b) The Securities may be redeemed at the option of the Company, directly as a whole or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to timetime in part, Securities at any time on or after May 15, 2004, subject to the conditions and at the Redemption Prices specified in a principal amount the form of Security attached hereto as Exhibit A, together with accrued and unpaid interest, if any, to the Redemption Date. 84 92 (c) In addition, at maturity of any time or from time to time prior to May 15, 2002, the Company may redeem, on one or more occasions, up to an aggregate amount equal to 33 1/335% of the original sum of (i) the initial aggregate principal amount at maturity of the Securities; provided, however, that Securities in an and (ii) the initial aggregate principal amount of any Additional Securities with the net proceeds of one or more Public Equity Offerings at a redemption price equal to at least 66 2/3109.25% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Registerthereof, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest and unpaid interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date Date); provided that, immediately after giving effect to any such redemption, at least $146,250,000 aggregate principal amount of the Securities (including any Additional Securities) remains outstanding; provided further that is such redemptions occur within 90 days of the date of closing of the related Public Equity Offering. (d) Notwithstanding the foregoing, in the event that the Funding Conditions are not satisfied on or prior to September 30, 1999, on the Mandatory Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may Company shall redeem all, but not less than all, all of the Securities at any time at 100a redemption price in cash equal to 101% of the Accreted Value thereof on principal amount of the Redemption Date, together with Securities plus accrued interest thereonand unpaid interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Mandatory Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November May 1, 20012013, the Co-Issuers may redeem the Notes, in the event that the Guarantor receives net cash proceeds from the public whole or private sale of its Common Stock (other than Disqualified Stock)in part, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' ’ prior notice mailed by first-class mail postage prepaid, with a copy to the Trustee, to each Holder of Securities the Notes to be redeemed at the address of such Holder's address Holder appearing in the Security Registersecurity register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000redemption price equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, and Additional Amounts, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. On or after May 1, 2013 (the “First Call Date”), the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, and Additional Amounts, if any, to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due if redeemed during the twelve-month period beginning on an Interest Payment Date that is on or May 1 of each of the years indicated below: Year Percentage 2013 106.25 % 2014 103.125 % 2015 101.563 % 2016 and thereafter 100.00 % In addition, prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)May 1, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation2011, the Guarantor making payments directly Co-Issuers may, at their option, redeem up to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 10035% of the Accreted Value thereof on aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 112.5% of the Redemption Dateaggregate principal amount thereof, together with plus accrued and unpaid interest thereonthereon and Special Interest, if any, and Additional Amounts, if any, to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Dateinterest payment date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings of Holdings or any direct or indirect parent of the Company to the Redemption Date)extent such net cash proceeds are contributed to Holdings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) At All or any time prior to November 1, 2001, in portion of the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) mayNotes may be redeemed, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to once or over time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% the election of the original aggregate principal amount at maturity of the Securities; providedCompany, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time on or after March 1, 2009, at 100% of the Accreted Value thereof on the Redemption DatePrices (expressed as percentages of principal amount) set forth below, together with accrued interest thereonand unpaid interest, including Special Interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: 2009 103.375 % 2010 101.688 % 2011 and thereafter 100.000 % (b) All or any portion of the Notes may be redeemed at once or over time at the election of the Company, at any time prior to March 1, 2009, at a Redemption Price equal to the sum of (1) the principal amount of the Notes to be redeemed, plus (2) accrued and unpaid interest, including Special Interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date). Prior to ) plus (3) the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeMake-Whole Premium. (c) The Securities further At any time and from time to time, prior to March 1, 2008, the Company may be redeemed, as redeem up to a whole or in part, at the election maximum of 35% of the Issueraggregate principal amount of the Notes (including any Additional Notes) in an amount not to exceed the amount of the net cash proceeds of one or more Equity Offerings at a redemption price equal to 106.75% of the principal amount of such Notes, at any time on or after November 1plus accrued and unpaid interest thereon, 2003 and prior to maturityincluding Special Interest, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Registerif any, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, to the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes (including any Additional Notes, but excluding Notes held by the Company and its Subsidiaries) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not fewer than 30 nor more than 60 days’ prior notice.

Right of Redemption. (a) At any time, or from time to time, prior to November March 1, 2001, in 2025 (the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock“Par Call Date”), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) Company may, at its option, apply an amount redeem the Notes in whole or in part upon prior notice to Holders in accordance with Section 1105 at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium, plus accrued and unpaid interest to, but excluding, the date of redemption (the “Redemption Date”) (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling on or prior to the applicable Redemption Date). At any time on or after the Par Call Date, the Company may, at its option, redeem the Notes in whole or in part upon prior notice to Holders in accordance with Section 1105 at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date). In addition, prior to June 1, 2022, the Company may on one or more occasions, at its option, upon prior notice to Holders in accordance with Section 1105, redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 107.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling on or prior to the applicable Redemption Date), with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to redeem, from time to time, Securities in a principal amount the Company; provided that at maturity of up to an aggregate amount equal to 33 1/3least 50% of the original aggregate principal amount at maturity of Notes originally issued under this Indenture remains outstanding immediately after the Securitiesoccurrence of each such redemption; provided, howeverfurther, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each such redemption must occur on a Redemption Date occurs within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to date of closing of each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date)Equity Offering. (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1July 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2020, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; provided2023 Notes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities 2023 Notes redeemed plus the 2023 Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of 2023 Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after July 15, 2020, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the 2023 Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income 2023 Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of 2023 Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on July 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2020 104.063 % 2021 102.031 % 2022 and thereafter 100.000 % In addition, until July 15, 2020, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of 2023 Notes (including Additional Notes of such series) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 108.125% of the aggregate principal amount thereof (the “2023 Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of 2023 Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date; provided that (x) at least 50% of the sum of the aggregate principal amount of 2023 Notes originally issued under this Indenture on the Issue Date and any Additional Notes of such series issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) At any time prior to July 15, 2021, the Issuer may, at its option and on one or more occasions, redeem all or a part of the 2026 Notes, upon notice as set forth in Section 11.06, at a Redemption Price equal to 100% of the principal amount of the 2026 Notes redeemed plus the 2026 Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of record of 2026 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date. On and after July 15, 2021, the Issuer may, at its option and on one or more occasions, redeem the 2026 Notes, in whole or in part, upon notice as set forth in Section 11.06, at the Redemption Prices (expressed as percentages of principal amount of the 2026 Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of 2026 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: 2021 104.563 % 2022 102.281 % 2023 and thereafter 100.000 % In addition, until July 15, 2021, the Issuer may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of 2026 Notes (including Additional Notes of such series) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 109.125% of the aggregate principal amount thereof (the “2026 Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of 2026 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (x) at least 50% of the sum of the aggregate principal amount of 2026 Notes originally issued under this Indenture on the Issue Date and any Additional Notes of such series issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (c) The aggregate of the 2023 Equity Claw Redemption Amount and the 2026 Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At any time prior to November 1December 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2026, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after December 15, 2026, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on December 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: Year Percentage 2026 103.938 % 2027 101.969 % 2028 and thereafter 100.000 % In addition, until December 15, 2026, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 107.875% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date and the original principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At any time prior to November 1January 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2023, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after January 15, 2023, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on January 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2023 103.000 % 2024 101.500 % 2025 and thereafter 100.000 % In addition, until January 15, 2023, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 106.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At any time prior to November 1April 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2023, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, may at its option, apply an amount equal to option on any such net cash proceeds to redeem, from time to time, Securities in one or more occasions redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 1105, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100.00% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to and unpaid interest, if any, to, but excluding not including, the Redemption Date (Date, subject to, in to the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date). (b) . In the event that (i) the Guarantor or connection with any such redemption, the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that will notify the Issuer has used reasonable best efforts to list and maintain the listing Trustee of the Securities on a "recognized stock exchange" (within Applicable Premium promptly after the meaning of Section 841 of the U.K. Income calculation has been determined. On and Corporation Taxes Act 1988) (as provided for in Section 10.09)after April 15, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including2023, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may at its option redeem allthe Notes, but not less than allin whole or in part, of the Securities on any one or more occasions, upon notice as set forth in Section 1105, at any time at 100% of the Accreted Value thereof on the Redemption DatePrices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, together with plus accrued and unpaid interest thereon, if any, to to, but excluding not including, the applicable Redemption Date, if such Redemption Date (subject to, in for the case Notes being redeemed occurs during the twelve-month period beginning on April 15 of a Global Security in bearer form, the right each of the Holder thereof andyears indicated below, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer: Year Percentage 2023 102.188 % 2024 101.094 % 2025 and thereafter 100.000 % In addition, at any time on or after November 1, 2003 and prior to maturityApril 15, 2023, the Issuer may, at its option, upon not less than 30 nor notice as set forth in Section 1105, on one or more than 60 days' notice by mail occasions redeem up to each Holder 40.00% of Securities the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to be redeemed any issuance of Additional Notes) at such Holder's address appearing in a Redemption Price equal to 104.375% of the Security Registeraggregate principal amount of the Notes redeemed, in amounts of $1,000 or an integral multiple of $1,000plus accrued and unpaid interest thereon, at the Redemption Prices specified in the form of Security hereinbefore set forthif any, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut not including, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date), with an amount of cash equal to the net cash proceeds of an Equity Offering by the Issuer; provided, however, that at least 60.00% of the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any Additional Notes issued under this Indenture after the Issue Date and excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 120 days of the date of closing of such Equity Offering.

Right of Redemption. (a) At any time prior to November 1The Notes are redeemable, 2001at the Company’s option, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time or from time to time, on or after November October 1, 2003 2017 and prior to maturity, upon not less than 30 nor more than 60 days' ’ prior written notice mailed by first-class mail to each Holder of Securities to be redeemed at such Holder's address appearing ’s last address, as it appears in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the following Redemption Prices specified (expressed in the form percentages of Security hereinbefore set forthprincipal amount), together with plus accrued and unpaid interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date that is prior to the Redemption Date to receive Interest interest due on an Interest Payment Date), if redeemed during the 12-month period commencing on October 1 of the years set forth below: 2017 102.563 % 2018 101.281 % 2019 and thereafter 100.000 % (b) At any time prior to October 1, 2017, the Company may redeem up to 35% of the principal amount of the Notes with the net cash proceeds of one or more sales of our common stock at a Redemption Price (expressed as a percentage of principal amount) of 105.125%, plus accrued interest to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that (A) at least 65% of the aggregate principal amount of the Notes originally issued on the Closing Date remains outstanding after each such redemption and (B) notice of any such redemption is mailed or sent within 90 days of each such sale of common stock. (c) At any time or from time to time prior to October 1, 2017, the Company may redeem all or a portion of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed to each holder or otherwise sent in accordance with the procedures of the Depositary, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date).

Right of Redemption. (a) At any time prior to November 115, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2023, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date. On and after November 15, 2023, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as set forth in Section 11.06, at the Redemption Prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). , if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below: 2023 103.000 % 2024 101.500 % 2025 and thereafter 100.000 % In addition, until November 15, 2023, the Issuer may, at its option, upon notice as set forth in Section 11.06, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (bincluding Additional Notes) In issued under this Indenture at a Redemption Price (as calculated by the event that Issuer) equal to (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing 106.000% of the Securities on a "recognized stock exchange" (within aggregate principal amount thereof, with an amount equal to or less than the meaning of Section 841 of net cash proceeds from one or more Equity Offerings to the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)extent such net cash proceeds are received by or contributed to the Issuer, and plus (ii) the Guarantor accrued and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to the publication ; provided that (a) at least 50% of the notice sum of redemption in accordance with the foregoing, aggregate principal amount of Notes originally issued under this Indenture on the Issuer shall deliver to Issue Date and any Additional Notes issued under this Indenture after the Trustee an officer's certificate stating that Issue Date remains outstanding immediately after the Issuer is entitled to effect occurrence of each such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. and (cb) The Securities further may be redeemed, as a whole or in part, at the election each such redemption occurs within 180 days of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to date of closing of each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date)Equity Offering.

Right of Redemption. (a) At any time prior to November May 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2021, the Issuer (may redeem all or a part of the Notes, upon written notice as set forth in Section 11.05, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and has not used such proceedsafter May 1, directly 2021, the Issuer may redeem the Notes, in whole or indirectlyin part, upon notice as set forth in Section 11.05, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated below: 2021 104.781 % 2022 103.188 % 2023 101.594 % 2024 and thereafter 100.000 % In addition, until May 1, 2021, the Issuer may, at its option, apply an amount equal to any such net cash proceeds to redeemupon notice as set forth in Section 11.05, from time to time, Securities in a principal amount at maturity of on one or more occasions redeem up to an aggregate amount equal to 33 1/335% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Notes issued under this Indenture at a Redemption Price of 112.000equal to 106.375% of the Accreted Value of the Securities aggregate principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption Date). (b) In extent such net cash proceeds are received by or contributed to the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) Issuer; provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100least 65% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right sum of the Holder thereof andaggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, in the case of Definitive Securitiesfurther, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication each such redemption occurs within 180 days of the notice date of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect closing of each such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeEquity Offering. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November August 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2026, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after August 1, 2026, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on February 1 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2026 103.250 % 2027 101.625 % 2028 and thereafter 100.000 % In addition, until August 1, 2026, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 106.500% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) [Reserved]. (b) At any time prior to November 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2015, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may also redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturityNotes, upon not less than 30 nor more than 60 days' notice by mail ’ prior notice, at a redemption price equal to each Holder 100% of Securities the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to be redeemed at such Holder's address appearing in the Security RegisterRedemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) From and after November 1, 2015, the Company may redeem the Notes, in amounts of $1,000 whole or an integral multiple of $1,000in part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, and Additional Interest, if any, thereon to the applicable Redemption Prices specified in the form of Security hereinbefore set forthDate, together with accrued interest subject to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below: 2015 105.906 % 2016 103.938 % 2017 101.969 % 2018 and thereafter 100.000 % (d) Prior to November 1, 2015, the Company may, at its option, redeem up to 40% of the sum of the original aggregate principal amount of Notes (and the original principal amount of any Additional Notes) issued under this Indenture at a redemption price equal to 107.875% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders on the relevant record date to receive Interest interest due on an the relevant Interest Payment Date that is on Date, with the net cash proceeds of one or prior more Equity Offerings of the Company or any direct or indirect parent of the Company to the Redemption Date)extent such net cash proceeds are contributed to the Company; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remains Outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) At any time prior to November 1August 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2023, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after August 15, 2023, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on August 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2023 102.750 % 2024 101.375 % 2025 and thereafter 100.000 % In addition, until August 15, 2023, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.500% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At any time prior to November 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer The Notes shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a at the Company's option, in whole or in part, at the election of the Issuer, at any time or from time to time, on or after November May 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each Holder of Securities to be redeemed at such Holder's last address appearing as it appears in the Security Note Register, in amounts of $1,000 or an integral multiple of $1,000, at the following Redemption Prices specified (expressed in the form percentages of Security hereinbefore set forthprincipal amount at maturity), together with plus accrued interest and unpaid interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date that is prior to the Redemption Date to receive Interest interest due on an Interest Payment Date), if redeemed during the 12-month period commencing May 1, of the years set forth below: REDEMPTION YEAR PRICE ----------- ------ 2003 105.000% 2004 103.333% 2005 101.667% 2006 and thereafter 101.000% (b) In addition, at any time prior to May 1, 2001, the Company may redeem up to 35% of the aggregate principal amount at maturity of the Notes with the Net Cash Proceeds of one or more sales of Capital Stock of the Company (other than Disqualified Stock), at any time as a whole or from time to time in part, at a Redemption Price (expressed as a percentage of Accreted Value on the Redemption Date) of 110%, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that at least 65% of the aggregate principal amount at maturity of Notes originally issued remains outstanding after each such redemption and notice of such redemption is mailed to Holders of the Notes within 60 days after the related sale of Capital Stock. (c) At any time prior to May 1, 2003, the Company may redeem all, but not less than all, of the Notes at a Redemption Price equal to the sum of (i) the Accreted Value on the Redemption Date, plus (ii) accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date), plus (iii) the Applicable Premium.

Right of Redemption. (a) At any time prior to November 110, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2020, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, may at its option, apply an amount equal to option on any such net cash proceeds to redeem, from time to time, Securities in one or more occasions redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 1105, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100.00% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to and unpaid interest, if any, to, but excluding not including, the Redemption Date (Date, subject to, in to the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date). (b) . In the event that (i) the Guarantor or connection with any such redemption, the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that will notify the Issuer has used reasonable best efforts to list and maintain the listing Trustee of the Securities on a "recognized stock exchange" (within Applicable Premium promptly after the meaning of Section 841 of the U.K. Income calculation has been determined. On and Corporation Taxes Act 1988) (as provided for in Section 10.09)after November 10, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including2020, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may at its option redeem allthe Notes, but not less than allin whole or in part, of the Securities on any one or more occasions, upon notice as set forth in Section 1105, at any time at 100% of the Accreted Value thereof on the Redemption DatePrices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, together with plus accrued and unpaid interest thereon, if any, to to, but excluding not including, the applicable Redemption Date, if such Redemption Date (subject to, in for the case Notes being redeemed occurs during the twelve-month period beginning on November 10 of a Global Security in bearer form, the right each of the Holder thereof andyears indicated below, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer: 2020 103.469% 2021 102.313% 2022 101.156% 2023 and thereafter 100.000% In addition, at any time on or after November 1, 2003 and prior to maturityNovember 10, 2020, the Issuer may, at its option, upon not less than 30 nor notice as set forth in Section 1105, on one or more than 60 days' notice by mail occasions redeem up to each Holder 40.00% of Securities the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to be redeemed any issuance of Additional Notes) at such Holder's address appearing in a Redemption Price equal to 104.625% of the Security Registeraggregate principal amount of the Notes redeemed, in amounts of $1,000 or an integral multiple of $1,000plus accrued and unpaid interest thereon, at the Redemption Prices specified in the form of Security hereinbefore set forthif any, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut not including, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date), with an amount of cash equal to the net cash proceeds of an Equity Offering by the Issuer; provided, however, that at least 60.00% of the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any Additional Notes issued under this Indenture after the Issue Date and excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 120 days of the date of closing of such Equity Offering.

Right of Redemption. (a) At any time Prior to June 18, 2028 (one month prior to November 1, 2001, in the event that Stated Maturity) (the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock“Par Call Date”), the Issuer (to Company may redeem the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, Notes at its option, apply an amount equal to in whole or in part, at any such net cash proceeds to redeem, time and from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price (expressed as a percentage of 112.000% principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the Accreted Value present values of the Securities plus accrued remaining scheduled payments of principal and interest thereon discounted to but excluding the Redemption Date (subject assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points less (b) interest accrued to the date of redemption (the “Applicable Premium”), and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In On or after the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitationPar Call Date, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer Company may redeem allthe Notes, but not less than allin whole or in part, of the Securities at any time and from time to time, at a Redemption Price equal to 100% of the Accreted Value thereof on aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (d) Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with DTC’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder to be redeemed. (e) In the case of a partial redemption, as selection of the Notes for redemption will be made pro rata, by lot or such similar method in accordance with the procedures of DTC. No Notes of a whole principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depository), the redemption of the Notes shall be done in accordance with the policies and procedures of DTC. (f) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. (g) Any notice of redemption may, at the election Company’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of any debt or equity financing, acquisition or other corporate transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s sole discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the Issuer, redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person (it being understood that any such provision for payment by another Person will not relieve the Company and the Guarantors from their obligations with respect to such redemption). (h) The Company shall provide at any time on or after November 1, 2003 and least two Business Days’ prior written notice to the Trustee prior to maturitythe Redemption Date (or such lesser period as the Trustee may agree to) if any such redemption is being rescinded or delayed, and upon not less than 30 nor more than 60 days' receipt, the Trustee shall promptly provide such notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing the Notes in the Security Registermanner provided for in Section 106. (i) In addition to the Company’s rights to redeem the Notes as set forth in subclauses (a) through (h) above the Company may at any time purchase Notes in open market transactions, tender offers, privately negotiated transactions or otherwise. (j) Notwithstanding anything to the contrary herein (including in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formSection 1105 hereof), the right provisions of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, this Section 1101 will apply to receive Interest due on an Interest Payment Date that is on or prior any redemption effected pursuant to the Redemption Date)this Section 1101.

Right of Redemption. (a) [Reserved]. (b) At any time prior to November April 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2018, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register’ prior notice, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000redemption price equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) From and after April 1, 2018, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued interest and unpaid interest, if any, thereon to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due if redeemed during the twelve-month period beginning on an Interest Payment Date that is on or prior to April 1 of each of the Redemption Date).years indicated below: 2018 104.750% 2019 102.375% 2020 and thereafter 100.000% (bd) In the event that (i) the Guarantor or the Issuer has become or would become obligated Prior to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)April 1, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation2018, the Guarantor making payments directly Company may, at its option, redeem up to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 10040% of the Accreted Value thereof on sum of the Redemption Dateoriginal aggregate principal amount of Notes (and the original principal amount of any Additional Notes) issued under this Indenture at a redemption price equal to 109.500% of the aggregate principal amount thereof, together with plus accrued interest thereonand unpaid interest, if any, thereon to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with funds in an amount equal to receive Interest due on an Interest Payment Date that is on all or prior a portion of the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the Redemption Date). Prior extent such net cash proceeds are contributed to the publication Company; provided that at least 60% of the notice sum of redemption in accordance with the foregoing, aggregate principal amount of Notes originally issued under this Indenture and the Issuer shall deliver to aggregate principal amount of any Additional Notes issued under this Indenture after the Trustee an officer's certificate stating that Issue Date remain Outstanding immediately after the Issuer is entitled to effect occurrence of each such redemption based (unless all Notes Outstanding on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject toare redeemed); provided, in the case of a Global Security in bearer formfurther, the right that each such redemption occurs within 180 days of the Holder thereof and, in the case date of Definitive Securities, the right closing of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date)each such Equity Offering.

Right of Redemption. (a) At any time prior to November 1The Notes are redeemable, 2001at the Company’s option, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time or from time to time, on or after November October 1, 2003 2019 and prior to maturity, upon not less than 30 nor more than 60 days' ’ prior written notice mailed by first-class mail to each Holder of Securities to be redeemed at such Holder's address appearing ’s last address, as it appears in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the following Redemption Prices specified (expressed in the form percentages of Security hereinbefore set forthprincipal amount), together with plus accrued and unpaid interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date that is prior to the Redemption Date to receive Interest interest due on an Interest Payment Date), if redeemed during the 12-month period commencing on October 1 of the years set forth below: 2019 102.750 % 2020 101.833 % 2021 100.917 % 2022 and thereafter 100.000 % (b) At any time prior to October 1, 2017, the Company may redeem up to 35% of the principal amount of the Notes with the net cash proceeds of one or more sales of our common stock at a Redemption Price (expressed as a percentage of principal amount) of 105.500%, plus accrued interest to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that (A) at least 65% of the aggregate principal amount of the Notes originally issued on the Closing Date remains outstanding after each such redemption and (B) notice of any such redemption is mailed or sent within 90 days of each such sale of common stock. (c) At any time or from time to time prior to October 1, 2019, the Company may redeem all or a portion of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed to each holder or otherwise sent in accordance with the procedures of the Depositary, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date).

Right of Redemption. (a) At any time prior to November May 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2016, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 1105, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and after May 1, 2016, the Company may redeem the Notes, in whole or in part, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due if redeemed during the twelve month period beginning on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result May 1 of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing each of the Securities on a "recognized stock exchange" (within years indicated below: 2016 105.813 % 2017 103.875 % 2018 101.938 % 2019 and thereafter 100.000 % In addition, until May 1, 2016, the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (Company may, at its option, upon notice as provided for set forth in Section 10.09)1105, and (ii) the Guarantor and the Issuer are unable on one or more occasions redeem up to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 10035% of the Accreted Value thereof on aggregate principal amount of Notes issued under this Indenture at a Redemption Price equal to 107.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date, together with accrued interest thereon, if any, subject to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings of the Company or Parent or any other direct or indirect parent company of the Company to the Redemption Date)extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) At any time prior to November June 1, 20012026, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice to the Holders, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, thereon to, the Redemption Date, subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2026, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice to the event that Holders at the Guarantor receives net cash proceeds from redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the public or private sale applicable Redemption Date, subject to the right of its Common Stock Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated below: 2026 102.250% 2027 101.500% 2028 100.750% 2029 and thereafter 100.000% (other than Disqualified Stock)c) Prior to June 1, 2026, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) Company may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of redeem up to an aggregate amount equal to 33 1/340% of the sum of the original aggregate principal amount of Notes (and the original principal amount of any Additional Notes) issued under this Indenture at maturity a redemption price equal to 104.50% of the Securitiesaggregate principal amount thereof, plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remains Outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed substantially concurrently); provided, howeverfurther, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each such redemption must occur on a Redemption Date occurs within 180 days of the related sale date of closing of each such Equity Offering. (d) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer or Asset Sale Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Company or any third party making such offer in lieu of the Company purchases all of the Notes validly tendered and not validly withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer, and accordingly the Company or such third party will have the right upon not less than 30 10 nor more than 60 days' notice by mail ’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder of Securities in such offer (which may be less than par) plus, to be redeemed at such Holder's address appearing the extent not included in the Security Registeroffer payment, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to and unpaid interest, if any, thereon, to, but excluding excluding, the Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or the relevant interest payment date falling prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding . In determining whether the Redemption Date (subject to, in the case Holders of a Global Security in bearer form, the right at least 90% of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication aggregate principal amount of the notice then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer, Change of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel Control Offer or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemedAsset Sale Offer, as a whole or in partapplicable, at the election Notes owned by an Affiliate of the IssuerCompany or by funds controlled or managed by any Affiliate of the Company or any successor thereof, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities shall be deemed to be redeemed at outstanding for the purposes of such Holder's address appearing in the Security Registertender offer, in amounts Change of $1,000 Control Offer or an integral multiple of $1,000Asset Sale Offer, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date)as applicable.

Right of Redemption. (a) At any time prior to November 1January 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2023, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after January 15, 2023, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve‑month period beginning on January 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2023 103.000 % 2024 101.500 % 2025 and thereafter 100.000 % In addition, until January 15, 2023, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 106.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At any time prior to November 1July 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2025, the Issuer may redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and has not used such proceedsafter July 15, directly 2025, the Issuer may redeem the Notes, in whole or indirectlyin part, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: 2025 103.188% 2026 101.594% 2027 and thereafter 100.000% 100 In addition, at any time prior to July 15, 2025, the Issuer may, at its option, apply an amount equal to any such net cash proceeds to redeemupon notice as set forth in Section 1105, from time to time, Securities in a principal amount at maturity of on one or more occasions redeem up to an aggregate amount equal to 33 1/340% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Notes issued under this Indenture at a Redemption Price of 112.000equal to 106.375% of the Accreted Value of the Securities aggregate principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption Date). (b) In extent such net cash proceeds are received or contributed to the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) Issuer; provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100least 50% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right sum of the Holder thereof andaggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, in the case of Definitive Securitiesfurther, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication each such redemption occurs within 120 days of the notice date of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect closing of each such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeEquity Offering. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At The Notes of any series will be redeemable, at the Issuers' option, in whole or in part, at any time and from time to time on and after December 1, 2010 and prior to November 1maturity at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first-class mail to the registered address of each Holder of Notes to be redeemed, 2001in accordance with Section 1005. The Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers' obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the event that Issuers' discretion, be subject to the Guarantor receives net cash proceeds from satisfaction of one or more conditions precedent, including but not limited to the public or private sale occurrence of its Common Stock a Change of Control. The Notes will be so redeemable at the following redemption prices (other than Disqualified Stockexpressed as a percentage of principal amount), the Issuer (plus accrued and unpaid interest, if any, to the extent it receives such proceeds relevant Redemption Date (subject to Section 307), if redeemed during the 12-month period commencing on December 1 of the years set forth below: REDEMPTION PERIOD PRICE ----------------- ------- 2010.................. 104.750% 2011.................. 102.375% 2012 and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisionsthereafter... 100.000% (b) mayIn addition, at its optionany time and from time to time on or prior to December 1, apply 2009, the Issuers at their option may redeem Notes in an aggregate principal amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/335% of the original aggregate principal amount at maturity of the SecuritiesNotes (including the principal amount of any Additional Notes), with funds in an equal aggregate amount (the "Redemption Amount") not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (ex pressed as a percentage of principal amount thereof) of 109.5% plus accrued and unpaid interest, if any, to the Redemption Date (subject to Section 307); provided, however, that Securities in if Notes are redeemed, an aggregate principal amount of Notes equal to at least 66 2/365% of the original aggregate principal amount at maturity of Notes (including the Securities principal amount of any Additional Notes) must remain Outstanding outstanding after each redemptionsuch redemption of Notes. Each The Company may make such redemption must occur on a Redemption Date within 180 upon notice mailed by first-class mail to each Holder's registered address in accordance with Section 1005 (but in no event more than 90 days after the completion of the related sale and upon not less than 30 nor more than 60 days' Equity Offering). The Issuers may provide in such notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% that payment of the Accreted Value redemption price and performance of the Securities plus accrued interest Issuers' obligations with respect to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or such redemption may be performed by another Person. Any such notice may be given prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing completion of the Securities on a "recognized stock exchange" (within related Equity Offering, and any such redemption or notice may, at the meaning Issuers' discretion, be subject to the satisfaction of Section 841 one or more conditions precedent, including but not limited to the completion of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trusteerelated Equity Offering. (c) The Securities further At any time prior to December 1, 2010, Notes of any series may also be redeemed, as a redeemed or purchased (by the Issuers or any other Person) in whole or in part, at the election Issuers' option, at a price (the "Redemption Price") equal to 100% of the Issuerprincipal amount thereof plus the Applicable Premium as of, at any time on or after November 1and accrued but unpaid interest, 2003 and prior to maturityif any, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Registerto, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject toto Section 307). Such redemption or purchase may be made upon notice mailed by first-class mail to the registered address of each Holder of Notes to be redeemed or purchased in accordance with Section 1005. The Issuers may provide in such notice that payment of the Redemption Price and performance of the Issuers' obligations with respect to such redemption or purchase may be performed by another Person. Any such redemption, in purchase or notice may, at the case Issuers' discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Global Security in bearer form, the right Change of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date)Control.

Right of Redemption. (a) At any time prior to November March 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2026, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturityNotes, upon not less than 30 nor more than 60 days' ’ prior notice by mail to each Holder the Holders, at a redemption price equal to the greater of Securities (a) 100% of the aggregate principal amount of the Notes to be redeemed at such Holder's address appearing in and (b) the Security Register, in amounts sum of $1,000 or an integral multiple the present values of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest remaining scheduled payments discounted to but excluding the Redemption Date on a semi-annual basis (subject toassuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, in plus accrued and unpaid interest, and Additional Interest, if any, to the case Redemption Date. Notwithstanding the foregoing, installments of a Global Security in bearer form, interest on Notes that are due and payable on Interest Payment Dates falling on or prior to the right of relevant Redemption Date will be payable to the Holder thereof and, in the case of Definitive Securities, the right of Holders of record such Notes (or one or more Predecessor Notes) registered as such at the close of business on the relevant Regular Record DateDates according to their terms and the provisions of this Indenture. Any such redemption shall be effected in accordance with the terms and conditions set forth in this Indenture. b) From and after March 1, 2026, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice to receive Interest due on an Interest Payment Date that is on or prior the Holders, at a redemption price equal to 100% of the principal amount of Notes redeemed plus accrued and unpaid interest, and Additional Interest, if any, thereon to, the Redemption Date), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

Right of Redemption. (a) [Reserved]. (b) At any time prior to November 1July 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2020, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register’ prior notice, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000redemption price equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) From and after July 15, 2020, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued interest and unpaid interest, if any, thereon to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: 2020 104.000 % 2021 102.000 % 2022 and thereafter 100.000 % (d) Prior to July 15, 2020, the Company may, at its option, redeem up to 40% of the sum of the original aggregate principal amount of Notes (and the original principal amount of any Additional Notes) issued under this Indenture at a redemption price equal to 110.750% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record on the Regular Record Date to receive Interest interest due on an the relevant Interest Payment Date, with funds in an amount equal to all or a portion of the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that: (1) at least 60% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture and the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remain Outstanding immediately after the occurrence of each such redemption (unless all Notes Outstanding on the Redemption Date are redeemed); and (2) that is each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (e) If a Change of Control occurs (x) at any time on or prior to July 15, 2019, the Redemption Date). Company (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing third party on behalf of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988Company) (as provided for in Section 10.09)may, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (includingat its option, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities Notes, at a redemption price equal to 102.000% of the principal amount of the Notes and (y) at any time after July 15, 2019 but on or prior to July 15, 2020, the Company (or a third party on behalf of the Company) may, at 100its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 103.000% of the Accreted Value thereof on principal amount of the Redemption DateNotes, together with in each case, plus accrued interest thereonand unpaid interest, if any, thereon to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that (a “Change of Control Redemption”). If the Company (or such third party) elects to exercise this redemption right, it must do so by sending a redemption notice to each Holder with a copy to the Trustee within 30 days following the Change of Control (or, at the Company’s option, prior to such Change of Control but after the transaction giving rise to such Change of Control is on or publicly announced). Any such redemption may be conditioned upon the Change of Control occurring if the notice is sent prior to the Change of Control. If the Company (or such third party) exercises the Change of Control Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoingright, the Issuer shall deliver Company may elect not to make the Trustee an officer's certificate stating that the Issuer is entitled Change of Control Offer pursuant to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeSection 1017 unless it defaults in payments due upon redemption. (cf) The Securities further may be redeemed, as a whole Upon consummation by the Company or any Restricted Subsidiary of one or more Asset Sales generating Net Proceeds in part, at excess of $35.0 million in the election of the Issuer, aggregate (x) at any time on or after November 1, 2003 and prior to maturityJuly 15, upon 2019, the Company may, at its option, redeem all or a portion of the Notes in an aggregate principal amount not less than 30 nor more than 60 days' notice by mail to each Holder exceed such Net Proceeds, at a redemption price equal to 102.000% of Securities the principal amount of the Notes and (y) at any time after July 15, 2019 but on or prior to be redeemed July 15, 2020, the Company may, at its option, redeem all or a portion of the Notes in an aggregate principal amount not to exceed such Holder's address appearing in Net Proceeds, at a redemption price equal to 103.000% of the Security Registerprincipal amount of the Notes, in amounts of $1,000 or an integral multiple of $1,000each case, at plus accrued and unpaid interest, if any, thereon to the applicable Redemption Prices specified in the form of Security hereinbefore set forthDate, together with accrued interest subject to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is on or (an “Asset Sale Redemption”). If the Company elects to exercise this redemption right, it must do so by sending a notice of an Asset Sale Redemption at least 30 days prior to such Redemption Date to each Holder with a copy to the Trustee. Any such redemption may be conditioned upon the consummation of an Asset Sale if the notice is sent prior to consummation of such Asset Sale. For the avoidance of doubt, any cash actually applied to redeem Notes pursuant to an Asset Sale Redemption Date)shall be excluded from the calculation of Excess Proceeds and therefore the requirement to make an Asset Sale Offer.

Right of Redemption. (a) At any time prior to November 115, 20012002, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000109.875% of the Accreted Value principal amount of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value principal amount thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 115, 2003 2004 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November May 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2024, the Issuer may redeem all or a part of the Notes, upon notice as set forth in ‎Section 11.05, at a Redemption Price equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. At any time and has not used such proceedsfrom time to time on or after May 1, directly 2024, the Issuer may redeem the Notes, in whole or indirectlyin part, upon notice as set forth in ‎Section 11.05, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, if any, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated below: 2024 102.313 % 2025 101.156 % 2026 and thereafter 100.000 % At any time and from time to time prior to May 1, 2024, the Issuer may, at its option, apply an amount equal to any such net cash proceeds to redeemupon notice as set forth in ‎Section 11.05, from time to time, Securities in a principal amount at maturity of on one or more occasions redeem up to an aggregate amount equal to 33 1/340% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Notes issued under this Indenture at a Redemption Price of 112.000equal to 104.625% of the Accreted Value of the Securities aggregate principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption Date). (b) In extent such net cash proceeds are received by or contributed to the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) Parent; provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100least 50% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right sum of the Holder thereof andaggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, in the case of Definitive Securitiesfurther, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication each such redemption occurs within 120 days of the notice date of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect closing of each such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeEquity Offering. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1December 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2025, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after December 15, 2025, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on December 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2025 102.563 % 2026 101.708 % 2027 100.854 % 2028 and thereafter 100.000 % In addition, until December 15, 2023, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.125% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At any time prior to November February 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2027, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after February 1, 2027, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on February 1 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2027 103.563 % 2028 101.781 % 2029 and thereafter 100.000 % In addition, until February 1, 2027, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 107.125% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At any time Except as described in this Section 3.01 and Paragraph 8 of the form of Note set forth in Exhibit A, the Notes may not be redeemed. (1) On or prior to November 1June 3, 20012016, the Notes shall be redeemable, at the option of the Company, in whole or in part, on any Interest Payment Date, at a redemption price equal to the event that greater of (A) 100% of the Guarantor receives net cash proceeds from principal amount of the public or private sale notes to be redeemed and (B) the sum of its Common Stock the present values of the remaining scheduled payments of principal and interest on such notes (other than Disqualified Stock)exclusive of interest accrued on the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 100 basis points, plus, in either case, accrued and unpaid interest and additional amounts, if any, on the principal amount being redeemed to such Redemption Date; and (2) After June 3, 2016, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) maynotes will be redeemable, at its optionthe option of the Company, apply an amount equal to in whole or in part, on any such net cash proceeds to redeemRedemption Date, from time to time, Securities in a at the redemption prices (expressed as percentages of their principal amount at maturity maturity), during the 12 month period commencing on June 3, 2016 of up any year set forth below: 2016 104.188 % 2017 102.792 % 2018 101.396 % 2019 and thereafter 100.000 % plus in the case of either (1) or (2), any interest accrued but not paid and additional amounts, if any, to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the SecuritiesRedemption Date; provided, however, that Securities in an amount equal to at least 66 2/3% of if the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be notes are redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election least U.S.$100,000,000 aggregate principal amount of the Issuernotes must remain outstanding following any partial redemption. For the avoidance of doubt, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right calculation of the Holder thereof and, in remaining scheduled payments of principal and interest pursuant to clause (2) of the case preceding sentence shall not include interest accrued as of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the applicable Redemption Date).

Right of Redemption. (a) At any time The Securities shall not be redeemable at the Company's option prior to November 1July 15, 2001. Thereafter, the Securities may be redeemed, at the election of the Company, in the event that the Guarantor receives net cash proceeds from the public whole or private sale of its Common Stock (other than Disqualified Stock)in part, the Issuer (subject to the extent it receives such proceeds conditions and has not used such proceedsat the Redemption Prices specified in the form of Security, directly or indirectlytogether with accrued and unpaid interest, if any, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Dates and Special Record Dates to receive Interest interest due on an relevant Interest Payment Date that is on or prior to the Redemption DateDates). (b) In Notwithstanding the event that (i) foregoing, at any time prior to July 15, 2000, the Guarantor or Company at its option, may redeem up to 35% of the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing aggregate principal amount of the Securities Outstanding on the date of this Indenture, with the net proceeds from the sale by the Company of Qualified Capital Stock in one or more offerings after the date of this Indenture, within 60 days of receipt of such proceeds, at a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable Redemption Price equal to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100108 7/8% of the Accreted Value thereof on the Redemption Dateprincipal amount, together with accrued and unpaid interest thereonand Liquidated Damages, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Dates and Special Record Dates to receive Interest interest due on an relevant Interest Payment Date that is on or prior to the Redemption DateDates). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further Notwithstanding the foregoing, at any time prior to July 15, 2001, the Company, at its option, may be redeemedredeem the Securities, as a in whole or in part, at the election of the Issuer, at any time on or within 90 days after November 1, 2003 and prior to maturitya Change of Control, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Registernotice, in amounts of $1,000 or an integral multiple of $1,000multiples thereof, at a redemption price equal to the Redemption Prices specified in sum of (i) the form of Security hereinbefore set forthprincipal amount thereof plus (ii) accrued and unpaid interest and Liquidated Damages, together with accrued interest if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Dates and Special Record Dates to receive Interest interest due on an relevant Interest Payment Date that is on or prior to Dates) plus (iii) the Redemption Date).Applicable Premium. 91

Right of Redemption. (a) At any time prior to November 1July 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2023, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 15 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register’ prior notice, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000redemption price equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (b) From and after July 15, 2023, the Company may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued interest and unpaid interest, if any, thereon to (but excluding not including) the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: 2023 103.125 % 2024 101.563 % 2025 and thereafter 100.000 % (c) Prior to July 15, 2023, the Company may, at its option, redeem up to 40% of the sum of the original aggregate principal amount of the Notes (including the original principal amount of any Additional Notes) issued under this Indenture at a redemption price equal to 106.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, thereon to (but not including) the applicable Redemption Date, subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remains Outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed concurrently); provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer, Asset Sale Offer or other tender offer and the Company (or a third party making the offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or third party offeror, as applicable, will have the right, upon not less than 15 nor more than 60 days’ prior notice to the Holders and the Trustee, given not more than 30 days following the purchase pursuant to such offer described above, to redeem (in the case of the Company) or purchase (in the case of a third party offeror) all of the Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to the price paid to each other Holder in such offer (which may be less than par) plus, to the extent not included in such price, accrued and unpaid interest on the Notes that remain outstanding, to but excluding the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date interest payment date that is on or prior to the Redemption Date). (be) In Unless the event that Company (ior third-party offeror) defaults in the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing payment of the Securities redemption price, interest will cease to accrue on a "recognized stock exchange" the Notes or portions thereof called for redemption on the applicable Redemption Date. (within the meaning of Section 841 f) The Company may provide in such notice that payment of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor redemption price and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, performance of the Securities at any Company’s obligations with respect to such redemption may be performed by another Person. (g) The Company or its Affiliates may from time at 100% of the Accreted Value thereof on the Redemption Dateto time acquire Notes by means other than a redemption, together with accrued interest thereonwhether by tender offer, if any, to but excluding the Redemption Date (subject toexchange offer, in the case of a Global Security in bearer formopen market purchases, the right of the Holder thereof andthrough negotiated transactions or otherwise, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturityapplicable securities laws, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed such terms and at such Holder's address appearing in prices as the Security Register, in amounts of $1,000 Company or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date)its Affiliates may determine.

Right of Redemption. (a) At any time prior to November 1July 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2021, the Issuer may redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and has not used such proceedsafter July 15, directly 2021, the Issuer may redeem the Notes, in whole or indirectlyin part, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: 2021 102.688 % 2022 101.344 % 2023 and thereafter 100.000 % In addition, until July 15, 2021, the Issuer may, at its option, apply an amount equal to any such net cash proceeds to redeemupon notice as set forth in Section 1105, from time to time, Securities in a principal amount at maturity of on one or more occasions redeem up to an aggregate amount equal to 33 1/340% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Notes issued under this Indenture at a Redemption Price of 112.000equal to 105.375% of the Accreted Value of the Securities aggregate principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption Date). (b) In extent such net cash proceeds are received or contributed to the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) Issuer; provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100least 50% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right sum of the Holder thereof andaggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, in the case of Definitive Securitiesfurther, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication each such redemption occurs within 120 days of the notice date of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect closing of each such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeEquity Offering. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to The Notes may be redeemed at such Holder's address appearing in the Security Register-------------------- election of the Company, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time and from time to time on or after November 1August 15, 2003 2013 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder of Securities to be redeemed at such Holder's last address appearing as it appears in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the following Redemption Prices specified (expressed in the form percentages of Security hereinbefore set forththeir principal amount), together with plus accrued interest and unpaid interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date) if redeemed during the 12-month period commencing on August 15 of the years set forth below: Year Redemption Price ---- ---------------- 2013..................................... 103.625% 2014...................................... 101.813% 2015 and thereafter....................... 100.000% (b) At any time prior to August 15, 2013, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days' prior notice at a Redemption Price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date). (c) In addition, at any time prior to August 15, 2012, the Company may redeem up to 35% of the principal amount of the Notes originally issued (including any additional Notes originally issued after the Closing Date) with the Net Cash Proceeds of one or more sales of the Company's Capital Stock (other than Disqualified Stock) at a Redemption Price (expressed as a percentage of principal amount) of 107.250%, plus accrued and unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that at least 65% of the aggregate principal amount of Notes originally issued (including any additional Notes originally issued after the Closing Date) remains outstanding after each such redemption and notice of any such redemption is mailed within 60 days of each such sale of Capital Stock.

Right of Redemption. (a) At any time prior to November 115, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2026, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after November 15, 2026, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on November 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: Year Percentage 2026 103.56250 % 2027 101.78125 % 2028 and thereafter 100.00000 % In addition, until November 15, 2026, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 107.125% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date and the original principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.

Right of Redemption. (a) At any time prior to November 1The Notes are redeemable, 2001at the ------------------------- Company's option, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time or from time to time, on or after November 1August 15, 2003 2005 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder of Securities to be redeemed at such Holder's address appearing last address, as it appears in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the following Redemption Prices specified (expressed in the form percentages of Security hereinbefore set forthprincipal amount), together with plus accrued interest and unpaid interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date), if redeemed during the 12month period commencing August 15 of the years set forth below: Year Redemption Price ________________ 2005................... 106.500% 2006................... 104.333 2007................... 102.167 2008 and thereafter.... 100.000% (b) In addition, at any time prior to August 15, 2003, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of Capital Stock of the Company (other than Disqualified Stock) (each a "Public Equity Offering"), at any time as a whole or from time to time in part, at a Redemption Price (expressed as a percentage of principal amount) of 113.000%, plus accrued and unpaid interest to the Redemption Date (subject to the rights of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that (i) at least 65% of the aggregate principal amount of Notes originally issued on the Closing Date remains outstanding after each such redemption and (ii) notice of such redemption is mailed within 60 days of the related Public Equity Offering. (c) In addition, the Notes will be subject to mandatory redemption (the "Special Redemption") at 101% of the principal amount thereof plus accrued __________________ interest to the Redemption Date (the "Special Redemption Price") in the event ________________________ that the Escrow Agent has not received the Officers' Certificate (as defined in the Escrow Agreement) provided for in the Escrow Agreement on or prior to October 2, 2000, subject to an extension, in accordance with the provisions of the Escrow Agreement, until December 17, 2000 (such date, as extended, being the "Termination Date"). The redemption date for the Special Redemption (the ________________ "Special Redemption Date") will be five Business Days after the Termination _______________________ Date. If, on or prior to the Termination Date, the Escrow Agent received an Officers' Certificate from the Company stating that (A) the occurrence of each of (i) the borrowings under the Credit Facility, (ii) the repayment of indebtedness of the Virginia PCS Alliance and the West Virginia PCS Alliance to the Rural Telephone Finance Cooperative, (iii) the issuance and sale by the Company of the Preferred Shares yielding gross proceeds to the Company of $225.0 million in cash, (iv) the Richmond-Norfolk Acquisition and (v) the dispositions of the analog cellular operations of Virginia RSA6 and RSA5 in connection with the RichmondNorfolk Acquisition, will not contravene any provision of applicable law or the certificate of incorporation or bylaws of the Company or any agreement, indenture or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency (except any such consent, approval, authorization, order or qualification that has been obtained or made and remains in full force and effect as of the date of such certificate) is required for the performance by the Company of any of its obligations with respect to each of the foregoing, and (B) the RichmondNorfolk Acquisition will be consummated promptly upon release of the escrowed funds, the Escrow Agreement provides that the Escrow Agent will release the Collateral in accordance with the provisions of the Escrow Agreement.

Right of Redemption. (a) At any time prior to November April 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2017, the Issuer (may at its option on one or more occasions redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100.00% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and has not used such proceedsafter April 1, directly 2017, the Issuer may at its option redeem the Notes, in whole or indirectlyin part, on one or more occasions, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below: 2017 104.50 % 2018 103.00 % 2019 101.50 % 2020 and thereafter 100.00 % In addition, until April 1, 2017, the Issuer may, at its option, apply an upon notice as set forth in Section 1105, on one or more occasions redeem up to 40.00% of the aggregate principal amount of Notes issued under this Indenture at a Redemption Price equal to any 106.00% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the SecuritiesIssuer; provided, however, that Securities in an amount equal to at least 66 2/360.00% of the original sum of the aggregate principal amount at maturity of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Securities remain Outstanding Issue Date) remains outstanding immediately after the occurrence of each such redemption. Each ; provided further, however, that each such redemption must occur on a Redemption Date occurs within 180 120 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to date of closing of each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date)Equity Offering. (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1March 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 DM1,000 or an integral multiple of $1,000 DM1,000 at a Redemption Price of 112.000110.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1March 15, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 DM1,000 or an integral multiple of $1,000DM1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1March 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2021, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 15 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register’ prior notice, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000redemption price equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest, to, but not including, the applicable Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (b) From and after March 15, 2021, the Company may on one or more occasions redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon to, in the case of a Global Security in bearer formbut not including, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record on the relevant Regular Record record date to receive interest due on the relevant Interest Payment Date, to receive Interest due if redeemed during the twelve-month period beginning on an Interest Payment Date that is on or prior to March 15 of each of the Redemption Date).years indicated below: 2021 103.625 % 2022 101.813 % 2023 and thereafter 100.000 % (bc) In Prior to September 15, 2020, the event that Company may, at its option, on one or more occasions, redeem up to 35% of the sum of the original aggregate principal amount of Notes (i) and the Guarantor or the Issuer has become or would become obligated to pay original principal amount of any Additional Amounts as Notes) issued under this Indenture at a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts redemption price equal to list and maintain the listing 107.250% of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income aggregate principal amount thereof, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem allunpaid interest to, but not less than allincluding, of the Securities at any time at 100% of the Accreted Value thereof on the applicable Redemption Date, together with accrued interest thereon, if any, subject to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Interest Payment Date, to receive Interest due on with an Interest Payment Date that is on amount of cash not greater than the net cash proceeds of one or prior more Equity Offerings of the Company or any direct or indirect parent of the Company to the Redemption Date)extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and the original principal amount of any Additional Notes issued under this Indenture after the Issue Date remains Outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) At any time prior Prior to November 1July 11, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2025, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) Company may, at its option, apply an amount equal to any such net cash proceeds to redeem, time and from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 10 nor more than 60 days' ’ prior notice mailed by first class mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register’s registered address, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price equal to the greater of 112.000(a) 100% of the Accreted Value principal amount of the Securities Notes redeemed, plus accrued and unpaid interest to thereon to, but excluding not including, the Redemption Date, and (b) the sum of the present values of 100% of the principal amount of the Notes being redeemed and the remaining scheduled payments of interest on the Notes from the Redemption Date through July 11, 2025 (subject computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points), plus accrued and unpaid interest to, in the case of a Global Security in bearer formbut not including, the right Redemption Date. (b) On and after July 11, 2025, the Company may on any one or more occasions redeem all or a part of the Holder thereof andNotes, in upon not less than 10 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the case of Definitive Securitiesaggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in partAny notice of redemption may, at the election Company’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of any debt or equity financing, acquisition or other corporate transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s sole discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the Issuer, redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person (it being understood that any such provision for payment by another Person will not relieve the Company and the Guarantors from their obligations with respect to such redemption). (d) The Company shall provide at any time on or after November 1, 2003 and least two Business Days’ prior written notice to the Trustee prior to maturitythe Redemption Date (or such lesser period as the Trustee may agree to) if any such redemption is being rescinded or delayed, and upon not less than 30 nor more than 60 days' receipt, the Trustee shall promptly provide such notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing the Notes in the Security Register, manner provided for in amounts of $1,000 or an integral multiple of $1,000, at Section 106. (e) In addition to the Redemption Prices specified Company’s rights to redeem Notes as set forth in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date subclauses (subject to, in the case of a Global Security in bearer forma) through (d) above, the right of the Holder thereof andCompany may at any time purchase Notes in open-market transactions, in the case of Definitive Securitiestender offers, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on privately negotiated transactions or prior to the Redemption Date)otherwise.

Right of Redemption. (a) At any time prior to November 1April 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2024, the Issuer (may redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and has not used such proceedsafter April 15, directly 2024, the Issuer may redeem the Notes, in whole or indirectlyin part, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2024 102.063 % 2025 101.031 % 2026 and thereafter 100.000 % In addition, until April 15, 2024, the Issuer may, at its option, apply an amount equal to any such net cash proceeds to redeemupon notice as set forth in Section 1105, from time to time, Securities in a principal amount at maturity of on one or more occasions redeem up to an aggregate amount equal to 33 1/340% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Notes issued under this Indenture at a Redemption Price of 112.000equal to 104.125% of the Accreted Value of the Securities aggregate principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption Date). (b) In extent such net cash proceeds are received by or contributed to the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) Issuer; provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100least 50% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right sum of the Holder thereof andaggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, in the case of Definitive Securitiesfurther, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication each such redemption occurs within 120 days of the notice date of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect closing of each such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeEquity Offering. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1March 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2026, the Issuer (may redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and has not used such proceedsafter March 15, directly 2026, the Issuer may redeem the Notes, in whole or indirectlyin part, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on March 15 of each of the years indicated below: 2026 103.375 % 2027 101.688 % 2028 and thereafter 100.000 % In addition, until March 15, 2026, the Issuer may, at its option, apply an amount equal to any such net cash proceeds to redeemupon notice as set forth in Section 1105, from time to time, Securities in a principal amount at maturity of on one or more occasions redeem up to an aggregate amount equal to 33 1/340% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Notes issued under this Indenture at a Redemption Price of 112.000equal to 106.750% of the Accreted Value of the Securities aggregate principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption extent such net cash proceeds are received by or contributed to the Issuer; provided that at least the lesser of: (a) 50% of the aggregate principal amount of Notes (including any Additional Notes issued under this Indenture after the Issue Date). ) then outstanding and (b) In $200.0 million aggregate principal amount of the event that Notes (i) the Guarantor or the Issuer has become or would become obligated to pay including any Additional Amounts as a result Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption (x) changes affecting withholding tax laws except to the extent otherwise repurchased or (y) a Listing Failure (as defined herein) provided redeemed in accordance with the terms of this Indenture); provided, further, that the Issuer has used reasonable best efforts to list and maintain the listing each such redemption occurs within 120 days of the Securities on a "recognized stock exchange" (within date of closing of each such Equity Offering. Notwithstanding the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for foregoing, in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them connection with any tender offer (including, without limitation, any Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of not less than 90% in aggregate principal amount of the Guarantor Outstanding Notes validly tender and do not withdraw such Notes in such tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer and the Issuer, or any third party making payments directly to holders under such tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer in lieu of the Securities GuaranteeIssuer as described below, unless purchases all of the Notes validly tendered and not withdrawn by such payment is likely to result in adverse consequences to Holders, the Issuer or such third party shall have the Guarantor)right, then the Issuer may redeem all, but upon not less than all10 days nor more than 60 days’ prior notice (provided that such notice is given not more than 30 days following such purchase pursuant to such tender offer) to redeem all Notes that remain outstanding following such purchase on a specified date (the “Second Payment Date”) at a price in cash equal to the price offered to each other Holder in such tender offer plus, of to the Securities at any time at 100% of extent not included in the Accreted Value thereof on the Redemption Datetender offer payment, together with accrued interest thereonand unpaid interest, if any, thereon, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Second Payment Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1May 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2019, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly Company may redeem all or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturityNotes, upon not less than 30 nor more than 60 days' ’ prior notice by mail to each Holder the Holders, at a redemption price equal to 100% of Securities the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, thereon to, the Redemption Date, subject to be redeemed at such Holder's address appearing in the Security Registerrights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after May 15, 2019, the Company may redeem the Notes, in amounts of $1,000 whole or an integral multiple of $1,000in part, upon not less than 30 nor more than 60 days’ prior notice to the Holders at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, and Additional Interest, if any, thereon to the applicable Redemption Prices specified in the form of Security hereinbefore set forthDate, together with accrued interest subject to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2019 104.406 % 2020 102.938 % 2021 101.469 % 2022 and thereafter 100.000 % (c) Prior to May 15, 2019, the Company may, at its option, redeem up to 35% of the sum of the original aggregate principal amount of Notes (and the original principal amount of any Additional Notes) issued under this Indenture at a redemption price equal to 105.875% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders on the relevant record date to receive Interest interest due on an the relevant Interest Payment Date that is on Date, with the net cash proceeds of one or prior more Equity Offerings of the Company or any direct or indirect parent of the Company to the Redemption Date)extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remains Outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) At Except as otherwise provided below, the Notes will not be redeemable at the option of the Company before September 15, 2010. Thereafter, the Notes will be redeemable, at the option of the Company, in whole or in part, at any time or from time to time on and prior to November 1, 2001, maturity. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 10.05. The Notes will be so redeemable at the event that following Redemption Prices (expressed as a percentage of principal amount on the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stockrelevant Redemption Date), the Issuer (plus accrued and unpaid interest to the extent it receives such proceeds relevant Redemption Date, if redeemed during the twelve-month period commencing on September 15 of the years set forth below: 2010 104.000 % 2011 102.000 % 2012 and has not used such proceedsthereafter 100.000 % Prior to September 15, directly or indirectly2009, to redeem or repurchase other securities pursuant to optional redemption provisions) the Company may, at its option, apply an amount equal to on any such net cash proceeds to redeemone or more occasions, from time to time, Securities in a principal amount at maturity of redeem up to an aggregate amount equal to 33 1/335% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of Notes (including any Additional Notes issued after the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Issue Date) at a Redemption Price of 112.000equal to 108.000% of the Accreted Value of the Securities principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than allincluding, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereonall or a portion of the net proceeds of one or more sales (other than to a Subsidiary or Joint Venture of the Company) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and provided, if anyfurther, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to but excluding September 15, 2010, the Redemption Date (subject toCompany may also redeem, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, the Notes at the election a Redemption Price equal to 100% of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder principal amount of Securities Notes to be redeemed at such Holder's address appearing in redeemed, plus the Security RegisterApplicable Premium (as defined below) as of, in amounts of $1,000 or an integral multiple of $1,000and accrued and unpaid interest thereon to, at but not including, the Redemption Prices specified in Date, subject to the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right rights of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an the relevant Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1September 30, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2022, the Issuer may redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the extent it receives such proceeds rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and has not used such proceedsafter September 30, directly 2022, the Issuer may redeem the Notes, in whole or indirectlyin part, upon notice as set forth in Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to redeem or repurchase other securities pursuant be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to optional redemption provisions) the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on September 30 of each of the years indicated below: 2022 102.500% 2023 101.250% 2024 and thereafter 100.000% In addition, until September 30, 2022, the Issuer may, at its option, apply an amount equal to any such net cash proceeds to redeemupon notice as set forth in Section 1105, from time to time, Securities in a principal amount at maturity of on one or more occasions redeem up to an aggregate amount equal to 33 1/340% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Notes issued under this Indenture at a Redemption Price of 112.000equal to 105.000% of the Accreted Value of the Securities aggregate principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon, if any, to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings to the Redemption Date). (b) In extent such net cash proceeds are received or contributed to the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) Issuer; provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100least 50% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right sum of the Holder thereof andaggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, in the case of Definitive Securitiesfurther, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication each such redemption occurs within 120 days of the notice date of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect closing of each such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the TrusteeEquity Offering. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) Redemption of the Notes, as permitted by any provision of the Indenture, shall be made in accordance with such provision, Article Three of this Supplemental Indenture and paragraph 5 of the Notes. (b) At any time on or prior to January 15, 2009, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Supplemental Indenture at a redemption price of 106.625% of the principal amount, plus accrued and unpaid interest to the Redemption Date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of the Notes issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 60 days of the date of the closing of such Public Equity Offering. (c) At any time prior to November 1January 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2011, the Issuer (to Company may also redeem all or a part of the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional Notes at a redemption provisions) may, at its option, apply an amount price equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3100% of the original aggregate principal amount at maturity of Notes redeemed plus the Securities; providedApplicable Premium as of, howeverand accrued and unpaid interest, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (bd) In the event that (iExcept pursuant to Section 3.12(b) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.093.12(c), and (ii) the Guarantor and Notes will not be redeemable at the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or Company’s option prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoingJanuary 15, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee2011. (ce) The Securities further On or after January 15, 2011, the Company may be redeemed, as a whole redeem from time to time all or in part, at the election any part of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, Notes at the Redemption Prices specified in (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the form of Security hereinbefore set forthNotes redeemed, together with accrued interest to but excluding the applicable Redemption Date (subject toDate, in if redeemed during the case of a Global Security in bearer form, the right twelve-month period beginning on January 15 of the Holder thereof andyears indicated below, in subject to the case of Definitive Securities, the right rights of Holders of record on the relevant Regular Record Date, record date to receive Interest due interest on an the relevant Interest Payment Date that is on or prior to the Redemption Date).: 2011 103.313 % 2012 102.208 % 2013 101.104 % 2014 and thereafter 100.000 %

Right of Redemption. (a) At any time On or after October 1, 2017 and prior to November 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)maturity, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) Company may, at its option, apply an amount equal to in whole or in part, at any such net cash proceeds to redeem, time or from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% redeem any of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and Notes upon not less than 30 nor more than 60 days' ’ prior notice mailed by first-class mail to each Holder of Securities to be redeemed at such Holder's ’s last address appearing as it appears in the Security RegisterRegister or otherwise delivered in accordance with DTC procedures. The Notes will be redeemable at the following Redemption Prices (expressed in percentages of principal amount), in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest and unpaid interest, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date)., if redeemed during the 12-month period commencing on October 1 of the following years: Year Redemption Price 2017 102.688% 2018 101.792% 2019 100.896% 2020 and thereafter 100.000% (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated addition, prior to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)October 1, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation2015, the Guarantor making payments directly to holders under the Securities GuaranteeCompany may, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor)at its option, then the Issuer may redeem all, but not less than all, of the Securities at any time at 100or from time to time, redeem up to 35% of the Accreted Value thereof on aggregate principal amount of the Redemption Notes (including additional Notes issued after the Closing Date, together if any) originally issued with the net proceeds from one or more Equity Offerings at a Redemption Price of 105.375% of their principal amount, plus accrued interest thereonand unpaid interest, if any, to but excluding the Redemption Date (subject to, in to the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right rights of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date). Prior to the publication ; provided, however, (i) that Notes representing at least 65% of the aggregate principal amount of the Notes (including additional Notes issued after the Closing Date, if any) originally issued remain outstanding immediately after each such redemption; and (ii) that notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect each such redemption based on a written opinion is mailed within 90 days after the closing of independent tax counsel or accounting firm reasonably satisfactory to the Trusteerelated Equity Offering. (c) The Securities further may Prior to October 1, 2017, the Company shall be redeemed, as entitled at its option to redeem all or a whole or in part, at the election portion of the IssuerNotes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, at any time on or after November 1and accrued and unpaid interest, 2003 and prior to maturityif any, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in to, the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date applicable redemption date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Daterelevant interest payment date).

Right of Redemption. (a) At any time prior to November 1, 2001, Except as set forth below in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)this Section 11.01, the Issuer (to the extent it receives such proceeds and has will not used such proceeds, directly or indirectly, be entitled to redeem or repurchase other securities pursuant the Notes at its option prior to optional redemption provisions) mayApril 1, 2022. The Notes will be redeemable, at its the Issuer’s option, apply an amount equal to any such net cash proceeds to redeem, in whole or in part from time to time, Securities at any time prior to April 1, 2022, upon notice as described in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; providedSection 11.06, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding unpaid interest, if any, to, but excluding, the date of redemption (any applicable date of redemption hereunder, the “Redemption Date Date”) (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09). On an after April 1, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including2022, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem allthe Notes, but not less than allat its option, in whole or in part from time to time, upon notice as set forth in Section 11.06, at the following Redemption Prices (expressed as percentages of the Securities at any time at 100% principal amount of the Accreted Value thereof on the Redemption DateNotes to be redeemed), together with plus accrued interest thereonbut unpaid interest, if any, to to, but excluding excluding, the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is the relevant interest payment date falling on or prior to the Redemption Date). Prior to , if redeemed during the publication 12-month period commencing on April 1 of the notice of redemption in accordance with the foregoingyear set forth below: 2022 104.500% 2023 102.250% 2024 and thereafter 100.000% In addition, prior to April 1, 2022 the Issuer shall deliver may, at its option, use the net cash proceeds of one or more Equity Offerings to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemedredeem, as a in whole or in partpart from time to time, at the election upon notice as set forth in Section 11.06, up to 35% of the Issueraggregate principal amount of Outstanding Notes under this Indenture at a redemption price of 109.000% of the principal amount of the Notes redeemed plus accrued and unpaid interest thereon, at any time on or after November 1if any, 2003 and prior to maturityto, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Registerbut excluding, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (a) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after each such redemption; and (b) the Issuer makes such redemption not more than 120 days after the closing of the applicable Equity Offering.

Right of Redemption. (a) At The Notes are redeemable, at the Company's option, in whole or in part, at any time prior to November 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities on or after June 1, 2006 and prior to maturity, at the following Redemption Prices (expressed in a percentages of principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; providedamount), however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued and unpaid interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, Date that is prior to the Redemption Date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date)., if redeemed during the 12-month period commencing June 1 of the years set forth below: Redemption Year Price ---- ---------- 2006......................... 105.375% 2007......................... 102.688% 2008 and thereafter.......... 100.000% (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)addition, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100prior to June 1, 2005, the Company may redeem up to 35% of the Accreted Value thereof on aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of its Capital Stock (other than Disqualified Stock), at any time as a whole or from time to time in part, at a Redemption DatePrice (expressed as a percentage of principal amount) of 110.750%, together with plus accrued and unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in to the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right rights of Holders of record on the relevant Regular Record Date, Date that is prior to the Redemption Date to receive Interest interest due on an Interest Payment Date); provided that (i) at least 65% of the aggregate principal amount of Notes originally issued on the Closing Date that remains outstanding after each such redemption and (ii) notice of such redemption is mailed within 60 days of each such sale of Capital Stock. (c) At any time on or prior to June 1, 2006, the Notes may be redeemed, in whole but not in part, at the option of the Company upon the occurrence of a Change of Control (but in no event more than 90 days after the occurrence of such Change of Control), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, to, the Redemption Date. The Company shall calculate the Applicable Premium and provide notice of such amount to the Trustee not later than one Business Day prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer The Trustee shall deliver to the Trustee an officer's certificate stating that the Issuer is be entitled to effect rely on such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trusteecalculation. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November March 1, 200120001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock), the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000109.125% of the Accreted Value principal amount of the Securities plus accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value principal amount thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November March 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November September 1, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2023, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to on any such net cash proceeds to redeem, from time to time, Securities in one or more occasions redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.05, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100.00% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to and unpaid interest, if any, to, but excluding not including, the Redemption Date (Date, subject to, in to the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date). (b) . In the event that (i) the Guarantor or connection with any such redemption, the Issuer will notify the Trustee of the Applicable Premium promptly after the calculation has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that been determined. On and after September 1, 2023, the Issuer has used reasonable best efforts to list and maintain may, at its option, redeem the listing of the Securities Notes, in whole or in part, on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (any one or more occasions, upon notice as provided for set forth in Section 10.09)11.05, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption DatePrices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, together with plus accrued and unpaid interest thereon, if any, to to, but excluding not including, the applicable Redemption Date, if such Redemption Date (subject to, in for the case Notes being redeemed occurs during the twelve-month period beginning on September 1 of a Global Security in bearer form, the right each of the Holder thereof andyears indicated below, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer: 2023 101.938 % 2024 100.969 % 2025 and thereafter 100.000 % In addition, at any time on or after November prior to September 1, 2003 and prior to maturity2023, the Issuer may, at its option, upon not less than 30 nor notice as set forth in Section 11.05, on one or more than 60 days' notice by mail occasions redeem up to each Holder 40.00% of Securities the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to be redeemed any issuance of Additional Notes) at such Holder's address appearing in a Redemption Price equal to 103.875% of the Security Registeraggregate principal amount of the Notes redeemed, in amounts of $1,000 or an integral multiple of $1,000plus accrued and unpaid interest thereon, at the Redemption Prices specified in the form of Security hereinbefore set forthif any, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut not including, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an Interest Payment Date that is on or prior to the such Redemption Date), with an amount of cash equal to the net cash proceeds of an Equity Offering by the Issuer; provided, however, that at least 60.00% of the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any Additional Notes issued under this Indenture after the Issue Date and excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 180 days of the date of closing of such Equity Offering.

Right of Redemption. (a) At Except as otherwise provided below, the Notes will not be redeemable at the option of the Company before June 15, 2012. Thereafter, the Notes will be redeemable, at the option of the Company, in whole or in part, at any time or from time to time on and prior to November 1, 2001, maturity. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 10.05. The Notes will be so redeemable at the event that following Redemption Prices (expressed as a percentage of principal amount on the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stockrelevant Redemption Date), the Issuer (plus accrued and unpaid interest to the extent it receives such proceeds relevant Redemption Date, if redeemed during the twelve-month period commencing on June 15 of the years set forth below: 2012 103.438 % 2013 102.292 % 2014 101.146 % 2015 and has not used such proceedsthereafter 100.000 % Prior to June 15, directly or indirectly2010, to redeem or repurchase other securities pursuant to optional redemption provisions) the Company may, at its option, apply an amount equal to on any such net cash proceeds to redeemone or more occasions, from time to time, Securities in a principal amount at maturity of redeem up to an aggregate amount equal to 33 1/335% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of Notes (including any Additional Notes issued after the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 Issue Date) at a Redemption Price of 112.000equal to 106.875% of the Accreted Value of the Securities principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject thereon to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than allincluding, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereonall or a portion of the net proceeds of one or more sales (other than to a Subsidiary or Joint Venture of the Company) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and provided, if anyfurther, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to but excluding June 15, 2012, the Redemption Date (subject toCompany may also redeem, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, the Notes at the election a Redemption Price equal to 100% of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder principal amount of Securities Notes to be redeemed at such Holder's address appearing in redeemed, plus the Security RegisterApplicable Premium (as defined below) as of, in amounts of $1,000 or an integral multiple of $1,000and accrued and unpaid interest thereon to, at but not including, the Redemption Prices specified in Date, subject to the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right rights of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an the relevant Interest Payment Date that is on or prior to the Redemption Date).

Right of Redemption. (a) At any time prior to November 1May 15, 20012014, the Co-Issuers may redeem the Notes, in the event that the Guarantor receives net cash proceeds from the public whole or private sale of its Common Stock (other than Disqualified Stock)in part, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' ’ prior notice mailed by mail first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Securities the Notes to be redeemed at the address of such Holder's address Holder appearing in the Security Registersecurity register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000redemption price equal to 100% of the Accreted Value principal amount of Notes redeemed plus the Securities Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. On and after May 15, 2014 (the “First Call Date”), the Co-Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Additional Amounts, if any, to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, to receive Interest due if redeemed during the twelve-month period beginning on an Interest Payment Date that is on or May 15 of each of the years indicated below: 2014 103.000% 2015 101.500% 2016 and thereafter 100.000% In addition, prior to the Redemption Date). (b) In the event that (i) the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09)May 15, and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation2014, the Guarantor making payments directly Co-Issuers may, at their option, redeem up to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 10040% of the Accreted Value thereof on aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 106.000% of the Redemption Dateaggregate principal amount thereof, together with plus accrued and unpaid interest thereonthereon and Additional Amounts, if any, to but excluding the applicable Redemption Date (Date, subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, to the right of Holders of record on the relevant Regular Record Date, record date to receive Interest interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. (c) The Securities further may be redeemed, as a whole or in part, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer form, the right of the Holder thereof and, in the case of Definitive Securities, the right of Holders of record on the relevant Regular Record Dateinterest payment date, to receive Interest due on an Interest Payment Date that is on with the net cash proceeds of one or prior more Equity Offerings of Holdings or any direct or indirect parent of the Issuer to the Redemption Date)extent such net cash proceeds are contributed to Holdings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Right of Redemption. (a) At any time prior to November 1October 15, 2001, in the event that the Guarantor receives net cash proceeds from the public or private sale of its Common Stock (other than Disqualified Stock)2022, the Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its optionoption and on one or more occasions, apply an amount equal to any such net cash proceeds to redeem, from time to time, Securities in redeem all or a principal amount at maturity of up to an aggregate amount equal to 33 1/3% part of the original aggregate principal amount at maturity of the Securities; providedNotes, howeverupon notice as set forth in Section 11.06, that Securities in an amount equal to at least 66 2/3% of the original aggregate principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000equal to 100% of the Accreted Value principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued interest to but excluding the Redemption Date (subject and unpaid interest, if any, to, in the case of a Global Security in bearer formbut excluding, the right date of the Holder thereof and, in the case redemption (any applicable date of Definitive Securitiesredemption hereunder, the right “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). (b) In the event that (i) the Guarantor or . On and after October 15, 2022, the Issuer has become may, at its option and on one or would become obligated to pay any Additional Amounts more occasions, redeem the Notes, in whole or in part, upon notice as a result set forth in Section 11.06, at the Redemption Prices (expressed as percentages of (x) changes affecting withholding tax laws or (y) a Listing Failure (as defined herein) provided that the Issuer has used reasonable best efforts to list and maintain the listing principal amount of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income Notes to be redeemed) set forth below, plus accrued and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued unpaid interest thereon, if any, to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date). Prior to , if redeemed during the publication twelve-month period beginning on October 15 of each of the notice of redemption in accordance with the foregoingyears indicated below: 2022 102.688 % 2023 101.344 % 2024 and thereafter 100.000 % In addition, until October 15, 2022, the Issuer shall deliver may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.375% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the Trustee an officer's certificate stating that extent such net cash proceeds are received by or contributed to the Issuer is entitled to effect such redemption based on a written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee. plus (cii) The Securities further may be redeemedaccrued and unpaid interest thereon, as a whole or in partif any, at the election of the Issuer, at any time on or after November 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the Redemption Prices specified in the form of Security hereinbefore set forth, together with accrued interest to but excluding the Redemption Date (subject to, in the case of a Global Security in bearer formbut excluding, the right of the Holder thereof andapplicable Redemption Date, in the case of Definitive Securities, subject to the right of Holders of record of Notes on the relevant Regular Record Date, Date to receive Interest interest due on an the relevant Interest Payment Date that is falling on or prior to the Redemption Date); provided that (x) at least 50% of the sum of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date and the original principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (b) The aggregate of the Equity Claw Redemption Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection therewith.