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§ 3 Interest

(a) The Notes will bear interest on their principal amount at a rate of 9.25 % per annum as from 1 De-

cember 2010 (the "Issue Date "). Interest is payable annually in arrears on 1 December of each

year (each an "Interest Payment Date" and the period from the Issue Date (inclusive) up to the

first Interest Payment Date (exclusive) and thereafter as from any Interest Payment Date (inclu-

sive) up to the next following Interest Payment Date (exclusive) being an "Interest Period"). The

first interest payment will be due on 1 December 2011.

(b) The Notes shall cease to bear interest from the beginning of the day they are due for redemption,

or, in case the Issuer fails to make any payment under the Notes when due, from the beginning of

the day on which such payment is made. The respective rate of interest shall be determined pursu-

ant to this § 3 plus 5 % per annum.

interest will be calculated on the basis of the actual number of days elapsed in the relevant period

(from and including the most recent Interest Payment Date) divided by the actual number of days

of the Interest Period (365 days and 366 days, respectively, in case of a leap year) (Actual/Actual).

§ 4 Maturity, Redemption, Early Redemption at the Option of the Issuer or the Noteholders, and Pur-

chase

(a) The Notes will be redeemed at par on 1 December 2015 (the "Redemption Date"). There will be

no early redemption except in the following cases.

(b) Early Redemption for Tax Reasons. If at any future time as a result of a change of the laws ap-

plicable in the Grand Duchy of Luxembourg or the Netherlands or a change in their official appli-

cation, the Issuer or, as the case may be, the Guarantor is required, or at the time of the next suc-

ceeding payment due in respect of principal or interest will be required, to pay additional amounts

as provided in this § 6(a), and such obligation cannot be avoided taking reasonable measures avail-

able to the Issuer or, as the case may be, the Guarantor, the Issuer will be entitled, upon not less

than 30 days' and not more than 60 days' notice to be given by publication in accordance with § 12,

prior to the Redemption Date to redeem all Notes at the Early Redemption Amount plus accrued

interest.

No notice of redemption pursuant to this § 4(b) shall be made given (i) earlier than 90 days prior to

the earliest date on which the Issuer or, as the case may be, the Guarantor would be obligated to

pay such Additional Amounts if a payment in respect of the Notes was then due, or (ii) if at the

time such notice is given, such obligation to pay such Additional Amounts does not remain in ef-

fect.

Any such notice shall be irrevocable and must specify the date fixed for redemption and must set

forth a statement in summary form of the facts constituting the basis for the right of the Issuer so to

redeem.

In these Terms and Conditions "Early Redemption Amount" means the principal amount of the

Notes.

suer shall be entitled at any time, by giving not less than 30 nor more than 60 days’ notice by pub-

lication in accordance with § 12, to redeem the outstanding Notes in whole, but not in part, at the

Call Early Redemption Amount (as defined below). Such notice shall be irrevocable and shall state

the date of early redemption. The date of early redemption must be a Business Day within the

meaning of § 5(c).

The Issuer may not exercise such option in respect of any Note which is the subject of the prior

exercise by the Noteholder thereof of its option to require the redemption of such Note under

§ 4(d).

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