(1) qibs that are qps (each as defined below) or (2

• sums held from time to time in the relevant account in London inthe name of the Issuer with The Bank of New York Mellon,together with the debt represented thereby (other than interestfrom time to time earned thereon and the Reserved Rights)pursuant to the relevant Trust Deed.Transfer of Administrative Rights ....Form ..........................Optional Redemption by the Issuer . . .Mandatory Redemption. ...........Relevant Events ..................Rating .........................TheIssuer will transfer its administrative rights under the LoanAgreements (save for those rights charged or excluded above) to theTrustee for the relevant Noteholders upon the closing of the offeringof the Notes.TheNotes will be issued in registered form. The Notes will be indenominations in aggregate principal amount of US$200,000 eachand integral multiples of US$1,000 thereafter and will berepresented by global note certificates. The global notecertificates will be exchangeable for Notes in individual form inthe limited circumstances specified in the global note certificates.The Notes may be redeemed at the option of the Issuer in whole, butnot in part, at any time, upon giving notice to the Trustee, at theprincipal amount thereof, together with accrued and unpaid interestand additional amounts, if any, to the date of redemption in the eventthat it becomes unlawful for the Issuer to fund the relevant Loan orallow the relevant Loan to remain outstanding under the relevantLoan Agreement or allow the Notes to remain outstanding. In such acase, the Issuer would require the relevant Loan to be repaid in full.TheIssuer is required to redeem in whole, but not in part, the Notesat 100.0% of the aggregate principal amount plus accrued andunpaid interest and all additional amounts, if any, if we elect torepay the related Loan in the event we are required to pay additionalamounts on account of Russian or Irish withholding taxes or in theevent that we are required to pay additional amounts on account ofcertain costs incurred by the Issuer pursuant to the related LoanAgreement.In the case of a Relevant Event (as defined in the “Terms andConditions of the Notes” section of this prospectus), the Trusteemay, subject as provided in the related Trust Deed, enforce thesecurity created in the related Trust Deed in favor of the relevantNoteholders.TheNotes have been rated “BB+” by Standard & Poor’s RatingsServices, which placed the rating on negative credit watch and“Ba2” by Moody’s Investors Service, which placed the rating onreview for possible downgrade. Our company has been given along-term corporate credit rating of “BB+” by Standard & Poor’sRatings Services and a senior implied rating of “Ba2” by Moody’sInvestors Service. In connection with the announcement of theWeather Transaction, Standard & Poor’s Ratings Services put ourcompany on the negative credit watch, and Moody’s InvestorsService placed our ratings on review for a possible downgrade.Credit ratings assigned to the Notes do not necessarily mean theyare a suitable investment for you. A rating is not a recommendationto buy, sell or hold securities and may be subject to revision,suspension or withdrawal at any time by the assigning ratingorganization. Similar ratings on different types of Notes do notnecessarily mean the same thing. The ratings do not address the17