Common use of Repurchase of Notes by Us at the Option of the Holder Clause in Contracts

Repurchase of Notes by Us at the Option of the Holder. Holders will have the right, at their option, to require us to repurchase for cash all of their notes, or any portion of the principal thereof that is equal to US$1,000 or an integral multiple of US$1,000, on June 1, 2021 (the “repurchase date”). We will be required to repurchase any outstanding notes for which a holder delivers a written repurchase notice to the paying agent. This notice must be delivered during the period that is 20 business days immediately preceding the repurchase date until the close of business on the third business day immediately preceding the repurchase date. If a repurchase notice is given and withdrawn during such period, we will not be obligated to repurchase the related notes. The repurchase price we are required to pay will be equal to 100% of the outstanding principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date; provided that we will pay the full amount of such accrued and unpaid interest not to the holder submitting the notes for repurchase on the repurchase date but instead to the holder of record at the close of business on the corresponding record date for the payment of interest. On or before the 20th business day prior to the repurchase date, we will provide to the trustee, the paying agent and to all holders of the notes at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, a notice stating, among other things:  the last date on which a holder may exercise the repurchase right;  the repurchase price;  the name and address of the conversion and paying agents; and  the procedures that holders must follow to require us to repurchase their notes. Simultaneously with providing such notice, we will publish a notice containing this information in a newspaper of general circulation in London or publish the information on our website or through such other public medium as we may use at that time. A notice electing to require us to repurchase notes must state:  if physical notes have been issued, the certificate numbers of the notes or, if not certificated, the notice must comply with appropriate Euroclear and Clearstream procedures;  the portion of the principal amount of notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and  that the notes are to be repurchased by us pursuant to the applicable provisions of the notes and the indenture. Holders may withdraw any repurchase notice (in whole or in part) by a written notice of withdrawal delivered to the paying agent prior to the close of business on the third business day immediately preceding the repurchase date. The notice of withdrawal must state:  the principal amount of the withdrawn notes;  if physical notes have been issued, the certificate numbers of the withdrawn notes or, if not certificated, the notice must comply with appropriate Euroclear and Clearstream procedures; and  the principal amount, if any, that remains subject to the repurchase notice, which must be US$1,000 or an integral multiple thereof. Holders must either effect book-entry transfer or deliver the notes, together with necessary endorsements, to the office of the paying agent after delivery of the repurchase notice to receive payment of the repurchase price. Holders will receive payment on the later of (i) the repurchase date and (ii) the time of book-entry transfer or the delivery of the notes. If the paying agent holds money sufficient to pay the repurchase price of the notes on the repurchase date, then:  the notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the note is delivered to the paying agent); and  all other rights of the holder will terminate (other than the right to receive the repurchase price). We may not have the ability to raise the funds necessary to repurchase the notes on the repurchase date or upon a fundamental change, and our future debt may contain limitations on our ability to repurchase the notes. In addition, our ability to satisfy our repurchase obligations may be limited by our ability to obtain funds as a result of restrictions on dividends from our subsidiaries, the terms of our then existing borrowing arrangements or otherwise. If we fail to repurchase the notes when required, we will be in default under the indenture. In connection with any repurchase of notes on the repurchase date, we will, if required:  comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable. No notes may be repurchased at the option of holders on the repurchase date if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a default by us in the payment of the repurchase price with respect to such notes).