Exhibit 4.4

EXECUTION COPY







SHIRE FINANCE LIMITED 


ISSUER 


SHIRE PHARMACEUTICALS GROUP PLC 


AND


SHIRE PLC 


GUARANTORS 


TO 


THE BANK OF NEW YORK 


TRUSTEE 


____________ 


AMENDED AND RESTATED


     INDENTURE 

Dated as of September 23, 2005 

  ____________

 U.S.$400,000,000 

INITIAL AGGREGATE PRINCIPAL AMOUNT 


2.00% GUARANTEED CONVERTIBLE SENIOR NOTES DUE AUGUST 21, 2011 



















CROSS-REFERENCE TABLE1

SHIRE FINANCE LIMITED 


Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and this Amended and Restated Indenture, dated as of September 23, 2005. 

	
Trust Indenture Act Section		
Indenture Section
	 

	 	 	 	 
	
§ 310		
(a)(1)		
6.08
	 

		
(a)(2)		
6.08
	 

		
(a)(3)		
Not Applicable
	 

		
(a)(4)		
Not Applicable
	 

		
(b)		
6.09
	 

		 

		
6.13
	
§ 311		
(a)		
6.14
	 

		
(b)		
6.14
	
§ 312		
(a)		
14.01
	 

		 

		
14.02(a)
	 

		
(b)		
14.02(b)
	 

		
(c)		
14.02(c)
	
§ 313		
(a)		
14.04(a)
	 

		
(b)		
14.04(a)
	 

		
(c)		
1.06, 14.04(a)
	 

		
(d)		
14.04(b)
	
§ 314		
(a)		
14.05
	 

		
(a)(4)		
6.02
	 

		 

		
9.07
	 

		
(b)		
Not Applicable
	 

		
(c)(1)		
Section 1.02
	 

		
(c)(2)		
1.02
	 

		
(c)(3)		
Not Applicable
	 

		
(d)		
Not Applicable
	 

		
(e)		
1.02
	
§ 315		
(a)		
6.01, 6.03
	 

		
(b)		
6.02
	 

		
(c)		
6.01(b)
	 

		
(d)		
6.01(c), 6.03
	 

		
(e)		
5.14
	
§ 316		
(a)(1)(A)		
5.12
	 

		
(a)(1)(B)		
5.13
	 

		
(a)(2)		
Not Applicable
	 

		
(a)(2)(last sentence)		
1.01
	 

		
(b)		
5.08
	 

		
(c)		
1.04
	
§ 317		
(a)(1)		
5.03
	 

		
(a)(2)		
5.04
	 

		
(b)		
9.03
	
§ 318		
(a)		
1.14




	

	
                    1 This Cross-Reference Table does not constitute part of the Indenture and shall not affect the
 interpretation of any of its terms or provisions.






















TABLE OF CONTENTS 



	 

		 

		
PAGE
	RECITALS
	 

	 	 	 	 
	 

	 	 	 	 
	
ARTICLE 1

	
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 

	 	 	 	 
	
Section 1.01.		
Definitions		
2
	
Section 1.02.		
Compliance Certificates and Opinions		
12
	
Section 1.03.		
Form of Documents Delivered to the Trustee		
12
	
Section 1.04.		
Acts of Holders of Securities		
13
	
Section 1.05.		
Notices, Etc., to Trustee, Issuer, Group and Holdings		
15
	
Section 1.06.		
Notice to Holders of Securities; Waiver		
16
	
Section 1.07.		
Notice of Adjustments of Exchange Ratio		
16
	
Section 1.08.		
Effect of Headings and Table of Contents		
17
	
Section 1.09.		
Successors and Assigns		
17
	
Section 1.10.		
Separability Clause		
17
	
Section 1.11.		
Benefits of Indenture		
17
	
Section 1.12.		
Governing Law, Etc.		
17
	
Section 1.13.		
Legal Holidays		
18
	
Section 1.14.		
Conflict With Trust Indenture Act		
19
	
Section 1.15.		
Effective Time		
19
	 

	 	 	 	 
	
ARTICLE 2
	
SECURITY FORMS
	 

	 	 	 	 
	
Section 2.01.		
Form Generally		
19
	
Section 2.02.		
Restrictive Legends		
20
	
Section 2.03.		
Forms of the Guarantees		
22
	 

	 	 	 	 
	
ARTICLE 3

	
THE SECURITIES

	 

	 	 	 	 
	
Section 3.01.		
Title and Terms		
22
	
Section 3.02.		
Denominations		
23
	
Section 3.03.		
Execution, Authentication, Delivery and Dating		
23
	
Section 3.04.		
Reserved		
24
	
Section 3.05.		
Transfer and Exchange		
24
	
Section 3.06.		
Reserved		
28
	
Section 3.07.		
Special Transfer Provisions		
28
	
Section 3.08.		
Mutilated, Destroyed, Lost or Stolen Securities		
30
	
Section 3.09.		
Payment of Interest; Interest Rights Preserved		
31
	
Section 3.10.		
Persons Deemed Owners		
33
	
Section 3.11.		
Cancellation		
33
	
Section 3.12.		
Computation of Interest		
33





i 

















	
Section 3.13.		
CUSIP, CINS, ISIN and/or Common Code Numbers		
33
	 

	 	 	 	 
	
ARTICLE 4

	
SATISFACTION AND DISCHARGE

	 

	 	 	 	 
	
Section 4.01.		
Satisfaction and Discharge of Indenture		
34
	
Section 4.02.		
Application of Trust Money		
35
	 

	 	 	 	 
	
ARTICLE 5

	
REMEDIES

	 

	 	 	 	 
	
Section 5.01.		
Events of Default		
35
	
Section 5.02.		
Acceleration of Maturity; Rescission and Annulment		
37
	
Section 5.03.		
Collection of Indebtedness and Suits for Enforcement
by Trustee 		38


	
Section 5.04.		
Trustee May File Proofs of Claim		
39
	
Section 5.05.		
Trustee May Enforce Claims Without Possession of Securities		
40
	
Section 5.06.		
Application of Money Collected		
40
	
Section 5.07.		
Limitation on Suits		
40
	
Section 5.08.		
Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Convert		41


	
Section 5.09.		
Restoration of Rights and Remedies		
41
	
Section 5.10.		
Rights and Remedies Cumulative		
41
	
Section 5.11.		
Delay or Omission Not Waiver		
42
	
Section 5.12.		
Control by Holders of Securities		
42
	
Section 5.13.		
Waiver of Past Defaults		
42
	
Section 5.14.		
Undertaking for Costs		
42
	
Section 5.15.		
Waiver of Stay, Usury or Extension Laws		
43
	 

	 	 	 	 
	
ARTICLE 6

	
THE TRUSTEE

	 

	 	 	 	 
	
Section 6.01.		
Certain Duties and Responsibilities		
43
	
Section 6.02.		
Notice of Defaults		
45
	
Section 6.03.		
Certain Rights of Trustee		
45
	
Section 6.04.		
Not Responsible for Recitals or Issuance of Securities		
47
	
Section 6.05.		
May Hold Securities, Act as Trustee Under Other Indentures		
47
	
Section 6.06.		
Money Held in Trust		
47
	
Section 6.07.		
Compensation and Reimbursement		
47
	
Section 6.08.		
Corporate Trustee Required; Eligibility		
48
	
Section 6.09.		
Resignation and Removal; Appointment of Successor		
48
	
Section 6.10.		
Acceptance of Appointment by Successor		
50
	
Section 6.11.		
Merger, Conversion, Consolidation or Succession to Business		
50
	
Section 6.12.		
Authenticating Agents		
50
	
Section 6.13.		
Disqualification; Conflicting Interests		
52
	
Section 6.14.		
Preferential Collection of Claims Against the Issuer,
Group and Holdings 		52







ii 

















	
ARTICLE 7

	
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	 

	 	 	 	 
	
Section 7.01.		
Holdings May Consolidate, Etc., Only on Certain Terms		
52
	
Section 7.02.		
Successor Substituted		
53
	 

	 	 	 	 
	
ARTICLE 8

	
SUPPLEMENTAL INDENTURES

	 

	 	 	 	 
	
Section 8.01.		
Supplemental Indentures Without Consent of Holders
of Securities		53


	
Section 8.02.		
Supplemental Indentures with Consent of Holders
of Securities		54


	
Section 8.03.		
Execution of Supplemental Indentures		
55
	
Section 8.04.		
Effect of Supplemental Indentures		
56
	
Section 8.05.		
Reference in Securities to Supplemental Indentures		
56
	
Section 8.06.		
Conformity with Trust Indenture Act		
56
	
Section 8.07.		
Notice of Supplemental Indentures		
56
	 

	 	 	 	 
	
ARTICLE 9

	
COVENANTS

	 

	 	 	 	 
	
Section 9.01.		
Payment of Principal, Premium and Interest		
56
	
Section 9.02.		
Maintenance of Offices or Agencies		
57
	
Section 9.03.		
Money for Security Payments to Be Held in Trust		
57
	
Section 9.04.		
Existence		
59
	
Section 9.05.		
Registration and Listing		
59
	
Section 9.06.		
Further Undertakings of Holdings		
59
	
Section 9.07.		
Statement by Officers as to Default		
60
	
Section 9.08.		
Waiver of Certain Covenants		
61
	 

	 	 	 	 
	
ARTICLE 10

	
REDEMPTION OF SECURITIES AT THE OPTION OF THE ISSUER

	 

	 	 	 	 
	
Section 10.01.		
  Right of Redemption at the Option of the Issuer		
61
	
Section 10.02.		
  Applicability of Article		
61
	
Section 10.03.		
  Election to Redeem; Notice to Trustee		
61
	
Section 10.04.		
  Selection by Trustee of Securities to Be Redeemed		
62
	
Section 10.05.		
  Notice of Redemption		
62
	
Section 10.06.		
  Deposit of Redemption Price		
63
	
Section 10.07.		
  Securities Payable on Redemption Date		
63
	
Section 10.08.		
  Securities Redeemed in Part		
64
	
Section 10.09.		
  Conversion Arrangement on Call for Redemption		
64
	 

	 	 	 	 
	
ARTICLE 11

	
CONVERSION OF SECURITIES

	 

	 	 	 	 
	
Section 11.01.		
  Conversion Privilege and Conversion Rate		
65





iii 

















	
Section 11.02.	 	
Exercise of Conversion Privilege		
65
	
Section 11.03.	 	
Issuer to Reserve Preference Shares; Instructions to Trustee		
67
	
Section 11.04.	 	
Taxes on Conversions		
67
	
Section 11.05.	 	
Covenant as to Preference Shares; Limitations on Issuance		
67
	
Section 11.06.	 	
Cancellation of Converted Securities		
68
	
Section 11.07.	 	
No Responsibility of Trustee for Conversion Provisions		
68
	
Section 11.08.	 	
Deemed Conversion and Exchange Upon the Liquidation
of Holdings		68


	 

	 	 	 	 
	
ARTICLE 12

	
REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER

	
UPON A CHANGE IN CONTROL

	 

	 	 	 	 
	
Section 12.01.	 	
Right to Require Redemption		
69
	
Section 12.02.	 	
Conditions to the Issuer’s Election to Convert
Securities
Elected for Redemption Into Preference Shares		70


	
Section 12.03.	 	
Notices; Method of Exercising Redemption Right, Etc		
71
	
Section 12.04.	 	
Certain Definitions		
74
	 

	 	 	 	 
	
ARTICLE 13

	
  REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER ON CERTAIN DATES
	 

	 	 	 	 
	
Section 13.01.	 	
Right to Require Redemption on Certain Dates		
75
	
Section 13.02.	 	
Conditions to the Issuer’s Election to Convert
Securities
Elected for Redemption Into Preference Shares		76


	
Section 13.03.	 	
Notices; Method of Exercising Redemption Right, Etc		
77
	 

	 	 	 	 
	
ARTICLE 14

	
HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUER, GROUP AND HOLDINGS;
	
NON-RECOURSE

	 

	 	 	 	 
	
Section 14.01.	 	
Issuer to Furnish Trustee Names and Addresses of Holders		
79
	
Section 14.02.	 	
Preservation of Information		
79
	
Section 14.03.	 	
No Recourse Against Others		
79
	
Section 14.04.	 	
Reports By Trustee		
80
	
Section 14.05.	 	
Reports by Issuer, Group and Holdings		
80
	 

	 	 	 	 
	
ARTICLE 15

	
THE GUARANTEES

	 

	 	 	 	 
	
Section 15.01.	 	
The Group Guarantee		
80
	
Section 15.02.	 	
The Holdings Guarantee		
82
	
Section 15.03.	 	
Execution and Delivery of the Guarantees		
85
	 

	 	 	 	 
	
ARTICLE 16

	
MEETINGS OF HOLDERS OF THE SECURITIES

	 

	 	 	 	 
	
Section 16.01.	 	
Purposes of Meetings		
85





iv 

















	
Section 16.02.		
Place of Meetings		
86
	
Section 16.03.		
Call and Notice of Meetings		
86
	
Section 16.04.		
Voting at Meetings		
86
	
Section 16.05.		
Voting Rights, Conduct and Adjournment		
86





EXHIBITS 

	
Exhibit A-1	
—		
Form of Rule 144A Global Security
	
Exhibit A-2	
—		
Form of Regulation S Global Security
	
Exhibit A-3	
—		
Form of Unrestricted Global Security
	
Exhibit B	
—		
Form of Definitive Security
	
Exhibit C	
—		
Form of Certificate of Authentication
	
Exhibit D	
—		
Form of Conversion and Exchange Notice
	
Exhibit E	
—		
Form of Notice of Redemption at the Option of the Holder
	
Exhibit F	
—		
Form of Group Guarantee
	
Exhibit G	
—		
Form of Holdings Guarantee
	
Exhibit H	
—		
Form of Transfer Certificate
	 	 		 
	 	 		 
	 	 		 
	 	 		 





v 














     AMENDED AND RESTATED INDENTURE, dated as of September 23, 2005, among Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands, having its
registered office at Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands, as issuer (herein called the “Issuer”); Shire Pharmaceuticals Group plc, a public
limited company duly organized and existing under the laws of England and Wales, having its principal office at Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, England, as guarantor (herein called
“Group”); Shire plc, a public limited company duly organized and existing under the laws of England and Wales, having its principal office at Hampshire International Business Park,
Chineham, Basingstoke, Hampshire RG24 8EP, England, as guarantor (herein called “Holdings”); The Bank of New York, a New York banking corporation, as Trustee hereunder (herein
called the “Trustee”).


RECITALS 


     WHEREAS, the Issuer, Group and the Trustee are parties to that certain Indenture dated as of August 21, 2001 (such Indenture, the “Original Indenture”, and as amended and restated herein, the “Indenture”), pursuant to which the Issuer issued $400,000,000 in aggregate principal amount of its 2.00%
Guaranteed Convertible Senior Notes due August 21, 2011 (the “Securities”); 


     WHEREAS, Group proposes to complete a Scheme of Arrangement under the Companies Act 1985 of England and Wales in November 2005 (the “Scheme of
Arrangement”) pursuant to which Group will become a wholly-owned subsidiary of Holdings, with the holders of Group’s ordinary shares becoming holders of Ordinary Shares; 


     WHEREAS, the Issuer, Group and Holdings desire to amend and restate the Original Indenture, effective at the Effective Time (as defined herein), to provide, among other things, that each Preference
Share shall, from and after the Effective Time, be exchangeable for a number of Ordinary Shares equal to the number of ordinary shares of Group that would have been issuable upon exchange of such Preference Share immediately prior to the effective
date of the Scheme of Arrangement; 


     WHEREAS, all $400,000,000 aggregate principal amount of Securities permitted to be issued pursuant to Section 3.01 of this Indenture were issued on August 21, 2001;


     WHEREAS, Section 8.01 of the Indenture provides that the Issuer may enter into one or more supplemental indentures without the written consent of any Holders to make any change that does not adversely
affect the right of any Holder; 


     WHEREAS, the respective Boards of Directors of the Issuer, Group and Holdings (or a duly authorized committee thereof) have duly adopted resolutions 


















authorizing the Issuer, Group and Holdings, respectively, to execute and deliver this Amended and Restated Indenture;


     WHEREAS, in consideration of the covenants and agreements of Holdings made herein and other good and valuable consideration, receipt of which is hereby acknowledged, each of the Issuer, Group,
Holdings and the Trustee desires to enter into this Indenture; and 


     WHEREAS, all the conditions and requirements necessary to make this Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms for the purposes herein
expressed, have been performed and fulfilled.


NOW, THEREFORE, THIS INDENTURE WITNESSETH: 


       The Issuer, Group, Holdings and the Trustee agree, with effect at the Effective Time, to amend and restate the Original Indenture as provided herein. Upon the execution and delivery of counterpart signature pages hereto by the
Issuer, Group, Holdings and the Trustee, and at the Effective Time, the Original Indenture will be automatically amended and restated in its entirety to read as provided herein. 


     For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows: 


ARTICLE 1 

DEFINITIONS
AND OTHER PROVISIONS
OF GENERAL APPLICATION 


     Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise
requires:


        (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the
    singular;

        (2) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
    principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles
    as are generally accepted at the date of such computation; and 

        (3) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a
    whole and not to any particular Article, Section or other subdivision. 




2 


















     “Act”, when used with respect to any Holder of a Security, has the meaning specified in Section 1.04. 


     “ADSs” means American Depositary Shares, each initially representing three Ordinary Shares. 


     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


     “Agent Member” means a member of, or participant in, DTC, Clearstream or Euroclear, as the case may be.


     “Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest
therein, the rules and procedures of the depositary for such Security, to the extent applicable to such transaction and as in effect from time to time.


     “Articles of Association” means the Amended and Restated Memorandum and Articles of Association of the Issuer, as may be further
amended and restated from time to time.


     “Associate” has the meaning set forth in Section 430E(4) of the Companies Act 1985 of the United Kingdom.


     “Authenticating Agent” means any Person authorized pursuant to Section 6.12 to act on behalf of the Trustee to authenticate
Securities.


     “Board of Directors” means either the board of directors of the Issuer, Group or Holdings, as the case may be, or any duly
authorized committee of such board.


     “Board Resolution” means a resolution duly adopted by the Board of Directors, a copy of which, certified by the Company Secretary
or an Assistant Company Secretary of the Issuer, Group or Holdings, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, shall have been delivered to the
Trustee.


     “Business Day”, when used with respect to any Place of Payment, Place of Conversion or any other place, as the case may be, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in such Place of Payment, Place of Conversion or other place, as the case may be, are authorized or obligated by law or executive order to close;
provided, however, that a day on which banking institutions in New York, New 


3 


















York or London, England are authorized or obligated by law or executive order to close shall not be a Business Day for purposes of Section 10.06.


      “Change in Control” has the meaning specified in Section 12.04(b) .


     “Change of Control Exchange Ratio” has the meaning specified in Section 12.01.


     “Change of Control Redemption Date” has the meaning specified in Section 12.01.


     “Change of Control Redemption Price” has the meaning specified in Section 12.01.


     “Clearstream” means Clearstream Banking, société anonyme, or its successor in such capacity.


     “Closing Date” means the date on which the Securities were originally issued under this Indenture.


     “Closing Price Per Share” means, with respect to the Ordinary Shares of Holdings, for any day, the closing price quoted for the
Ordinary Shares on the London Stock Exchange or such other securities exchange on which the Ordinary Shares are listed or admitted to trading (converted, when applicable, into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such
day).


      “Code” has the meaning specified in Section 2.01. 


     “Commission” means the United States Securities and Exchange Commission, as from time to time constituted, created under the
Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.


      “Company Notice” has the meaning specified in Section 12.03. 


     “Company Request” or “Company Order” means a written request
or order signed in the name of Holdings by (i) its Chief Executive, Finance Director or other Director; and (ii) its Chief Accounting Officer, its Treasurer, its Company Secretary or an Assistant Company Secretary, and delivered to the Trustee.



     “Conversion and Exchange Agent” means any Person authorized by Holdings to convert Securities in accordance with Article 11 and to
exchange Preference Shares for Ordinary Shares or ADSs or, at the option of the Issuer, cash. Holdings has initially appointed the Trustee as its Conversion and Exchange Agent in the State of New York, County of New York, City of New
York.


4 


















     “Corporate Trust Office” means the office of the Trustee, which shall be outside of the United Kingdom, at which at any particular
time its corporate trust business shall be principally administered (which at the date of this Indenture is located at 101 Barclay Street, New York, New York 10286).


     “corporation” means a corporation, company, association, joint-stock company or business trust.


      “Defaulted Interest” has the meaning specified in Section 3.09.


     “Definitive Security” means any definitive registered Security substantially in the form set forth in Exhibit B hereto issued in
accordance with Section 3.05. 


     “Depositary” means Morgan Guaranty Trust Company of New York or any Successor thereto.


     “Dollar” or “U.S.$” means a dollar or other equivalent
unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts. “DTC” means The Depository Trust Company, a New York corporation.


     “DTC Agreement” shall have the meaning specified in Section 3.05(A)(a) . 


     “Effective Time” means the date on which the Scheme of Arrangement has become effective and either: (i) the new class of
exchangeable shares in Shire Acquisition Inc., as contemplated by the Shire Acquisition Articles of Amendment, have been issued; or (ii) the holders of the existing exchangeable shares of Shire Acquisition Inc. failed to approve the Shire
Acquisition Articles of Amendment, and of which the Trustee shall receive notice by the Issuer, Group or Holdings. 


     “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear System, or its successor in such capacity.


      “Event of Default” has the meaning specified in Section 5.01. 


     “Exchange Act” means the U.S. Securities Exchange Act of 1934 (or any successor statute), as amended from time to time.


     “Exchange Ratio” means the rate at which Ordinary Shares or ADSs shall be delivered upon exchange of one Preference Share in
accordance with the provisions of the Articles of Association (which Exchange Ratio at the date of the Original Indenture was 49.6175 Ordinary Shares or 16.5392 ADSs per Preference Share) as adjusted from time to time in certain instances as
provided or as otherwise provided in the Articles of Association.


5 


















     “Global Security” means a Security evidencing all or a part of all of the Securities substantially in the forms set forth in
Exhibit A hereto.


     “Group” means the Person named as “Group” in the first paragraph of this instrument until a successor person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter shall mean such successor Person. 


     “Group Guarantee” means the guarantee of the obligations of the Issuer by Group as endorsed on each Security authenticated and
delivered pursuant to the Indenture in accordance with and subject to the terms of Article 15 hereof and all other obligations and covenants of Group contained in this Indenture and the Securities. 


     “Guarantees” means the Holdings Guarantee and the Group Guarantee, each being a “Guarantee”. 


     “Guarantors” means each of Group and Holdings, each being a “Guarantor”.


     “Holder” means in the case of any Security, the Person in whose name the Security is registered in the Security Register.


     “Holder Option Exchange Ratio” has the meaning specified in Section 13.01. 


     “Holder Option Redemption Date” has the meaning specified in Section 13.01. 


     “Holder Option Redemption Price” has the meaning specified in Section 13.01. 


     “Holdings” means the Person named as “Holdings” in the first paragraph of this instrument until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter shall mean such successor Person.


     “Holdings Guarantee” means the guarantee of the obligations of the
Issuer by Holdings as endorsed on each Security authenticated and delivered pursuant to this Indenture in accordance with and subject to the terms of Article 15 hereof and all other obligations and covenants of Holdings contained in this Indenture
and the Securities.


     “Indenture” means this instrument as originally executed and delivered or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental 


6 


















indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. 


     “Interest Payment Date” means the Stated Maturity of an installment of interest on the Securities.


     “Investment Company Act” means the U.S. Investment Company Act of 1940 (or any successor statute), as amended from time to
time.


     “Issuer” means the Person named as the “Issuer” in the first paragraph of this instrument until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.


     “Issuer Request” or “Issuer Order” means a written request or
order signed in the name of the Issuer by any two Persons who shall each be a director or officer of the Issuer and delivered to the Trustee. 


     “Maturity”, when used with respect to any Security, means the date on which the principal of such Security becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, exercise of the Holders’ rights to require redemption set forth in Article 12 or Article 13 or otherwise.


     “Non-U.S. Persons” means a Person who is not a “U.S. person” as defined in Regulation S.


      “Notice of Default” has the meaning specified in Section 5.01. 


     “Officers’ Certificate” means a certificate delivered to the Trustee signed by, in the case of Holdings, (i) the Chief
Executive, Finance Director or other Director; and (ii) the Chief Accounting Officer, the Treasurer, the Company Secretary or an Assistant Company Secretary of Holdings, and, in the case of the Issuer or Group, respectively, any two Persons who
shall each be a director or officer of the Issuer or Group respectively.


     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer, Group or Holdings. 


     “Ordinary Share VWAP” means the London Stock Exchange volume-weighted average price with respect to the Ordinary Shares on any
given Trading Day, as seen on Bloomberg Professional Service.


     “Ordinary Shares” mean the ordinary shares in the capital of Holdings, nominal value U.K. 350 pence per share, including as the
same may be may be reduced to nominal value U.K. 5 pence per share pursuant to the Reduction of Capital. Shares issuable on conversion of Securities into Preference Shares and exchange of Preference Shares shall include only Ordinary Shares or
shares of 


7 


















any class or classes of ordinary shares resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than
one such resulting class, the shares so issuable on conversion of Securities into Preference Shares and exchange of Preference Shares shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially
in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. 


     “Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except:


        (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

        (ii) Securities for the payment or redemption of which money in the necessary amount has been theretofore deposited with the Trustee or any
    Paying Agent (other than Group or Holdings) in trust or set aside and segregated in trust by Group or Holdings (if Group or Holdings shall act as its own Paying Agent) for the Holders of such Securities; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

        (iii) Securities which have been paid pursuant to Section 3.08 or in exchange for or in lieu of which other Securities have been authenticated
    and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such
    Securities are valid obligations of Group or Holdings; 




provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Issuer, Group or Holdings or any other obligor upon the Securities or any Affiliate of the Issuer, Group or Holdings or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such determination as to the presence of a quorum or upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer, Group or Holdings or any other 


8 


















obligor upon the Securities or any Affiliate of the Issuer, Group or Holdings or such other obligor.


     “Paying Agent” means any Person authorized by the Issuer to pay the principal of or interest on any Securities on behalf of the
Issuer and, except as otherwise specifically set forth herein, such term shall include the Issuer if it shall act as its own Paying Agent. The Issuer has initially appointed the Trustee as its Paying Agent in the State of New York, County of New
York, City of New York.


     “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof or any other entity of whatever nature.


      “Place of Conversion” has the meaning specified in Section 3.01. 


      “Place of Payment” has the meaning specified in Section 3.01. 


     “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.08 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.


     “Preference Shares” means the 2000.00% Exchangeable Redeemable Preference Shares with a nominal value of $1 each in the capital
of the Issuer. 


     “Private Placement Legend” means the legend initially set forth on the Securities in the form set forth in Section 2.02. 


      “Purchasers” shall have the meaning set forth in Section 10.09. 


     “QIB” means a “qualified institutional buyer” as defined under Rule 144A. “Record Date” means any Regular
Record Date or Special Record Date.


     “Record Date Period” means the period from the close of business of any Regular Record Date next preceding any Interest Payment
Date to the opening of business on such Interest Payment Date.


     “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture.


     “Redemption Price”, when used with respect to any Security to be redeemed in accordance with Article 10 of this Indenture, means
100% of the principal amount of the Securities to be redeemed, plus accrued interest to the Redemption Date.


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     “Registration Rights Agreement” means the Registration Rights Agreement dated as of August 21, 2001 among the Issuer, Group and
Bear, Stearns International Limited and Goldman Sachs International as representatives of the initial purchasers of the Securities.


     “Reduction of Capital” the reduction of Holdings’ share capital under section 135 of the Companies Act by approximately
£1,650 million through a decrease of the nominal amount of each Ordinary Share issued pursuant to the Scheme of Arrangement from 350 pence to 5 pence, as contemplated in the Scheme of Arrangement and scheduled to take place shortly after the
effective date of the Scheme of Arrangement. 


     “Registration Statement” has the meaning set forth in the Registration Rights Agreement.


      “Regulation S” means Regulation S under the Securities Act.


     “Regulation S Global Security” has the meaning specified in Section 2.01. 


     “Regulation S Definitive Security” means a Definitive Security issued in respect of an interest in the Regulation S Global
Security.


     “Regular Record Date” for interest payable in respect of any Definitive Security on any Interest Payment Date means the sixth day
of February or the sixth day of August (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.


     “Responsible Officer”, when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee,
including, without limitation, any vice president, assistant vice president, assistant treasurer, corporate trust officer or other employee of the Trustee customarily performing functions similar to those performed by any of the above designated
officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture.


      “Rule 144A” means Rule 144A under the Securities Act.


      “Rule 144A Global Security” has the meaning specified in Section 2.01. 


     “Rule 144A Definitive Security” means a Definitive Security issued in respect of an interest in the Rule 144A Global
Security.


     “Scheme of Arrangement” has the meaning ascribed to it in the second paragraph under the caption “Recitals”. 


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     “Securities” has the meaning ascribed to it in the first paragraph under the caption “Recitals”.


     “Securities Act” means the U.S. Securities Act of 1933 (or any successor statute), as amended from time to time.


     “Security Register” and “Security Registrar” have the
respective meanings specified in Section 3.05. 


     “Shire Acquisition Articles of Amendment” means the articles of amendment to the articles of incorporation of Shire Acquisition
Inc., contemplating the issuance of a new class of exchangeable shares to reflect the substitution, in connection with the Scheme of Arrangement, of the issue of Ordinary Shares in Holdings in lieu of the issue of ordinary shares in Group upon
surrender of such new exchangeable shares for ordinary shares or American Depositary Shares. 


     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Issuer pursuant to Section 3.09.



     “Stated Maturity”, when used with respect to any Security or any installment of interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such installment of interest is due and payable.


     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by
Holdings or by one or more other Subsidiaries, or by Holdings and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock or other similar
interests in the corporation which ordinarily has or have voting power for the election of directors, or persons performing similar functions, whether at all times or only so long as no senior class of stock or other interests has or have such
voting power by reason of any contingency.


     “Trading Days” means days on which the London Stock Exchange or such other securities exchange on which the Ordinary Shares are
listed or admitted for trading, is open for trading.


     “Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.


     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.


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     “Unrestricted Global Security” means any Global Security that does not and is not required to bear the Private Placement
Legend.


     “United States” or “U.S.” means the United States of America
(including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (its “possessions” including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands). 


     Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Issuer, Group or Holdings to the Trustee to take
any action under any provision of this Indenture, the Issuer, Group or Holdings, as the case may be, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with and, if required by the Trust Indenture Act, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any
such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be
furnished.


     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 9.07) shall include:


        (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
    relating thereto;

        (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
    certificate or opinion are based;

        (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express
    an informed opinion as to whether or not such covenant or condition has been complied with; and

        (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.




     Section 1.03. Form of Documents Delivered to the Trustee. In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such 


12 


















matters in one or several documents. Any certificate or opinion of an officer of the Issuer, Group or Holdings may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such certificate or opinion is based are erroneous. 


     Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer, Group
or Holdings or any other Person stating that the information with respect to such factual matters is in the possession of the Issuer, Group or Holdings or such other Person, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are erroneous.


     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument. 


     Section 1.04. Acts of Holders of Securities. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders of Securities may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed
in writing by such Holders. Such action shall become effective when such instrument or instruments record is delivered to the Trustee and, where it is hereby expressly required, to the Issuer, Group and Holdings. The Trustee shall promptly deliver
to the Issuer, Group and Holdings copies of all such instruments delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
of Securities signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee, the Issuer, Group or Holdings if made in the manner provided in this Section.


     (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.


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     (c) The ownership, principal amount and serial number of any Security held by any Person, and the date of his holding the same, shall be proved
by the Security Register. In the case of a Global Security, the Holder thereof shall be entitled to give or take, or vote on, any relevant action with respect to all or only a portion of the principal amount represented by such Global Security as of
the record date fixed for such action, as indicated in Security Register.


     (d) The fact and date of execution of any such instrument or writing and the authority of the Person executing the same may also be proved in
any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section 1.04. 


     (e) The Issuer may set any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted by this Indenture to be given or taken by Holders. Promptly and in any case not later than 10 days after setting a record date, the
Issuer shall notify the Trustee and the Holders of such record date. If not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the
record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 14.01) prior to such first solicitation or vote, as the case may be. With regard to
any record date, the Holders on such date (or their duly appointed agents or proxies), and only such Persons, shall be entitled to give or take, or vote on, the relevant action, whether or not such Holders remain Holders after such record date.
Notwithstanding the foregoing, the Issuer shall not set a record date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction referred to in the next paragraph.


     Upon receipt by the Trustee from any Holder of (i) any notice of default or breach referred to in Section 5.01(4), if such default or breach has occurred and is continuing and the Trustee shall not
have given such a notice to the Issuer, Group and Holdings; (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default has occurred and is continuing and the Trustee shall not have given such a declaration to the
Issuer, Group and Holdings; or (iii) any direction referred to in Section 5.12, if the Trustee shall not have taken the action specified in such direction, then, with respect to clauses (ii) and (iii), a record date shall automatically and without
any action by the Issuer, Group or Holdings or the Trustee be set for determining the Holders entitled to join in such declaration or direction, which record date shall be the close of business on the tenth day (or, if such day is not a Business
Day, the first Business Day thereafter) following the day on which the Trustee receives such declaration or direction, and, with respect to clause (i), the Trustee may set any day as a record date for the purpose of determining the Holders entitled
to join in such notice of default. Promptly after such receipt by the Trustee of any such declaration or direction referred to in 


14 


















clause (ii) or (iii), and promptly after setting any record date with respect to clause (i), and as soon as practicable thereafter, the Trustee shall notify the Issuer, Group and Holdings and the Holders of any such record date so
fixed. The Holders on such record date (or their 12 duly appointed agents or proxies), and only such Persons, shall be entitled to join in such notice, declaration or direction, whether or not such Holders remain Holders after such record date;
provided that, unless such notice, declaration or direction shall have become effective by virtue of Holders of the requisite principal amount of Securities on such record date (or their
duly appointed agents or proxies) having joined therein on or prior to the 180th day after such record date, such notice, declaration or direction shall automatically and without any action by any Person be cancelled and of no further effect.
Nothing in this paragraph shall be construed to prevent a Holder (or a duly appointed agent or proxy thereof) from giving, before or after the expiration of such 180-day period, a notice, declaration or direction contrary to or different from, or,
after the expiration of such period, identical to, the notice, declaration or direction to which such record date relates, in which event a new record date in respect thereof shall be set pursuant to this paragraph. In addition, nothing in this
paragraph shall be construed to render ineffective any notice, declaration or direction of the type referred to in this paragraph given at any time to the Trustee and the Issuer by Holders (or their duly appointed agents or proxies) of the requisite
principal amount of Securities on the date such notice, declaration or direction is so given.


     (f) Except as provided in Sections 5.12 and 5.13, any request, demand, authorization, direction, notice, consent, election, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee, the Issuer, Group or Holdings in reliance thereon, whether or not notation of such action is made upon such Security. 


     Section 1.05. Notices, Etc., to Trustee, Issuer, Group and Holdings. Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of Holders of Securities or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: 


        (1) the Trustee by any Holder of Securities or by the Issuer, Group or Holdings shall be sufficient for every purpose hereunder if made, given,
    furnished or filed in writing (which may be via facsimile) to or with the Trustee and received at its Corporate Trust Office, Attention: Corporate Trust Administration, and shall be deemed given when received; or

        (2) the Issuer, Group or Holdings by the Trustee or by any Holder of Securities shall be sufficient for every purpose hereunder (unless
    otherwise herein expressly provided) if in writing, mailed, first-class postage prepaid, or telecopied and confirmed by mail, first-class 




15 


















  
    postage prepaid, or delivered by hand or overnight courier, addressed to the Issuer, Group and Holdings at Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, England, Attention: Company Secretary, or
    at any other address previously furnished in writing to the Trustee by the Issuer, Group or Holdings, and shall be deemed given when received. 




     Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be
in an official language of the country of publication. 


     Section 1.06. Notice to Holders of Securities; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for
notice to Holders of Securities of any event, such notice shall be sufficiently given to Holders if in writing and mailed, first-class postage prepaid to each Holder affected by such event, at the address of such Holder as it appears in the Security
Register, not earlier than the earliest date and not later than the latest date prescribed for the giving of such notice.


     Neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Securities. In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee, which approval shall not be
unreasonably withheld or delayed, shall constitute a sufficient notification to such Holders for every purpose hereunder.


     Such notice shall be deemed to have been given when such notice is mailed.


     In addition to notices by mail, the Issuer undertakes that any notice of redemption of the Securities, or notice of any Change in Control and of the related redemption right arising as a result
thereof, shall further include a public announcement thereof by release made to Reuters Economic Services and Bloomberg Business News.


     Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 


     Section 1.07. Notice of Adjustments of Exchange Ratio. Whenever the Exchange Ratio is adjusted as provided in the Articles of Association:



16 


















        (1) the Issuer shall compute the adjusted Exchange Ratio in accordance with the Articles of Association and shall prepare a certificate signed
    by a director or officer of the Issuer and the Chief Financial Officer of Holdings setting forth the adjusted Exchange Ratio and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed
    with the Trustee and with each Conversion and Exchange Agent; and

        (2) upon each such adjustment, a notice stating that the Exchange Ratio has been adjusted and setting forth the adjusted Exchange Ratio shall
    be required, and as soon as practicable after it is required, such notice shall be provided by the Issuer to all Holders in accordance with Section 1.06. 




Neither the Trustee nor any Conversion and Exchange Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any
Holder of Securities desiring inspection thereof at its office during normal business hours. 


     Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


     Section 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer, Group or Holdings shall bind their
respective successors and assigns, whether so expressed or not. 


     Section 1.10. Separability Clause. In case any provision in this Indenture or the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


     Section 1.11. Benefits of Indenture. Except as provided in the next sentence, nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder and the Holders of Securities, any benefit or legal or equitable right, remedy or claim under this Indenture. 


     Section 1.12.
Governing Law, Etc. (a) THIS INDENTURE
AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF  THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE
PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS INDENTURE 


17 


















OR THE SECURITIES OR ANY TRANSACTION RELATED HERETO OR THERETO. 


      (b) Each of the Issuer, Group or Holdings hereby:


        (i) agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Securities, as the case may be,
    under U.S. federal or state securities laws may be instituted in any U.S. federal or state court sitting in New York City; 

        (ii) waives to the extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such
    suit, action or proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum; 

        (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding; 

        (iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be
    enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment; and 

        (v) irrevocably appoints CT Corporation System as its agent upon which process may be served in any such suit, action or proceeding, and agrees
    that service of process upon such agent at its office at 111 8th Avenue, 13th Floor, New York, New York 10011 and written notice of said service to the Issuer, Group and Holdings by such agent shall constitute personal service of such process on the
    Issuer, Group and Holdings in any such suit, action or proceeding. 




     Section 1.13.
Legal Holidays. In
any case where any Interest Payment Date, Redemption Date, Change of Control
Redemption Date, Holder Option Redemption Date or Stated Maturity of any Security
or the last day on which a Holder of a Security has a right to convert his Security
shall not be a Business Day at a Place of Payment or Place of Conversion, as
the case may be, then (notwithstanding any other provision of this Indenture
or of the Securities) payment of principal of, premium, if any, or interest on,
or the payment of any Redemption Price, Change of Control Redemption Price or
Holder Option Redemption Price (or issue of Preference Shares on conversion of
a Security or Ordinary Shares or ADSs in exchange for Preference Shares into
which Securities may be converted in lieu of payment thereof) with respect to,
or delivery for conversion of, such Security need not be made at such Place of
Payment or Place of Conversion, as the case may be, on or by such day, but may
be made on or by the next succeeding Business Day at such Place of Payment or
Place of Conversion, as the case may be, with the same force and effect as if
made on the Interest Payment Date, Redemption Date Change of Control Redemption
Date or Holder Option Redemption Date, or at the Stated Maturity or by such last
day for  


18 


















conversion; provided, however, that in the case that payment is made on such succeeding
Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Change of Control Redemption Date, Holder Option Redemption Date, Stated Maturity or last day for conversion,
as the case may be. 


     Section 1.14. Conflict With Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 


     Section 1.15. Effective Time. This Amended and Restated Indenture shall become effective at the Effective Time. 


ARTICLE 2 

SECURITY FORMS 


     Section 2.01. Form Generally. The Securities shall be in substantially the form set forth in this Article and in the forms of Securities set
forth in Exhibits A and B to this Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”), or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. The Securities shall initially be represented by two or more Global Securities in registered
form, as opposed to bearer form. 


     Securities initially offered and sold to U.S. investors shall be issued in the form of one or more permanent global certificates in registered form, substantially in the form set forth in Exhibit A-1
hereto (a “Rule 144A Global Security”), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and deposited with a custodian for and registered in
the name of Cede & Co. as nominee of DTC. 


     Securities initially offered and sold outside of the United States shall be issued in the form of one or more permanent global certificates in registered form, substantially in the form set forth in
Exhibit A-2 hereto (a “Regulation S Global Security”), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and deposited with, and registered in
the name of a nominee for, a common depositary for Clearstream and Euroclear.


19 


















     The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Registrar in accordance with instructions
given by DTC, Clearstream and Euroclear (which shall not be kept in the United Kingdom).


     Definitive Securities may be issued from time to time in accordance with the provisions of this Indenture, in the form of Exhibit B hereto.


     The Trustee’s certificates of authentication shall be in substantially the form set forth in Exhibit C.


     Conversion notices shall be in substantially the form set forth in Exhibit D. 


     Notices of redemption at the option of the Holder shall be substantially in the form set forth in Exhibit E.


     Any definitive Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods on steel engraved borders if so required by any securities exchange
upon which the Securities may be listed, or may be produced in any other manner permitted by the rules of any such securities exchange, or, if the Securities are not listed on a securities exchange, in any other manner approved by the Issuer, all as
determined by the officers executing such Securities, as evidenced by their execution thereof. 


     Section 2.02. Restrictive Legends. (a) Unless and until a Security is sold or otherwise transferred in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, (i) the Rule 144A Global Securities and Rule 144A Definitive Securities shall bear the legend set forth below on the face thereof and (ii) until at least the 41st day after the
Closing Date, the Regulation S Global Securities and the Regulation S Definitive Securities shall bear the legend set forth below on the face thereof:


  
    THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
    U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
    AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
    OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
    FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
    THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
    BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”)
    OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
    TRANSACTION IN COMPLIANCE WITH REGULATION
    S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME
    PERIOD REFERRED TO UNDER RULE  




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    144(k)
    UNDER THE SECURITIES ACT, OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
    SECURITY EXCEPT (A) TO SHIRE PLC OR ANY SUBSIDIARY THEREOF, (B) OUTSIDE THE
    UNITED STATES TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE
    WITH RULE 903 OR RULE 904 OF REGULATION S, (B) IN ACCORDANCE
    WITH RULE 144A TO A PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF
    THE SELLER REASONABLY BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR
    THE ACCOUNT OF A QIB IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE 144A
    AND TO WHOM NOTICE IS GIVEN THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE
    IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
    BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
    ACT, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
    ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND (3) AGREES THAT IT WILL
    DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST  HEREIN IS TRANSFERRED
    A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE
    TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE
    THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE  SECURITIES ACT. THE INDENTURE
    CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER
    OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.




     (b) Each Global Security shall also bear the following legend on the face thereof:


  
    THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
    OF THE INDENTURE HEREINAFTER REFERRED TO. THE REGISTERED
    HOLDER HEREOF MAY BE TREATED BY THE ISSUER, THE TRUSTEE AND ANY AGENT THEREOF
    AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. TRANSFERS
    OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
    TO A SUCCESSOR BOOK-ENTRY DEPOSITARY, AND TRANSFERS
    OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
    WITH THE RESTRICTIONS SET FORTH IN SECTION 3.7 OF THE INDENTURE. 




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     Section 2.03. Forms of the Guarantees. (a) The Group Guarantee shall be endorsed on each Security and shall be in substantially the form set
forth in Exhibit F or such other form or forms as shall be established by a Board Resolution of Group or an indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other corrections as are required or permitted
by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such
Group Guarantee. Such execution of such Group Guarantee shall be conclusive evidence as regards Group as to any such determination made by Group. 


     (b) The Holdings Guarantee shall be endorsed on each Security and shall be in substantially the form set forth in Exhibit G or such other form or forms as shall be established by a Board Resolution of
Holdings or an indenture supplemental hereto with such appropriate insertions, omissions, substitutions and other corrections as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Holdings Guarantee. Such execution of such Holdings Guarantee shall be conclusive evidence as
regards Holdings as to any such determination made by Holdings. 


ARTICLE 3 

THE SECURITIES 


     Section 3.01. Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is
limited to U.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.05, 3.08, 8.05, 10.08, 11.02 or 12.03(f).


     The Securities shall be known and designated as the “2.00% Guaranteed Convertible Senior Notes due August 21, 2011” of the Issuer. Their Stated Maturity shall be August 21, 2011, and they
shall bear interest on their principal amount from August 21, 2001, payable semi-annually in arrears on February 21 and August 21 in each year, commencing February 21, 2002, at the rate of 2.00% per annum until the principal thereof is due and at
the rate of 2.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on Business Days as
provided in Section 1.13. 


     The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Exhibit A and Exhibit B, and any Redemption Price, Change of
Control Redemption Price or Holder Option Redemption Price shall be payable at such places as are identified in the 


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notice of redemption delivered pursuant to Section 10.05, the Company Notice given pursuant to Section 12.03 or any notice from the Issuer delivered pursuant to Section 13.03 (any city in which any Paying Agent is located being
herein called a “Place of Payment”). 


     The Securities shall be redeemable at the option of the Issuer, as provided in Article 10 and in the form of Securities set forth in Exhibit A and Exhibit B. 


     The Securities shall be convertible as provided in Article 11 (any city in which any Conversion Agent is located being herein called a “Place of
Conversion”). 


     The Securities shall be subject to redemption by the Issuer at the option of the Holders as provided in Article 12 and Article 13. 


     Section 3.02. Denominations. The Securities shall be issuable only in global registered or definitive registered form, without coupons, in
denominations of U.S.$1,000 and integral multiples thereof. 


     Section 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Issuer by its Chief
Executive, its Finance Director or one of its other Directors, or by its Treasurer, under a facsimile of its corporate seal reproduced thereon attested by its Company Secretary or one of its Assistant Company Secretaries. Any such signature may be
manual or facsimile. 


     Securities bearing the manual or facsimile signature of individuals who were at any time the proper officers of the Issuer shall bind the Issuer notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 


     At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer to the Trustee or to its order for authentication,
together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Issuer Order shall authenticate and make available for delivery such Securities as in this Indenture provided and not
otherwise. 


      Each Security shall be dated the date of its authentication. 


     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder. 


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      Section 3.04. Reserved. 


     Section 3.05. Transfer and Exchange. The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register
maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 9.02 being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. The Security Register shall be maintained at all times outside the United
Kingdom. 


     Upon surrender of a Security for registration of transfer of any Security at an office or agency of the Issuer designated pursuant to Section 9.02 for such purpose, the Issuer shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount. 


      (A) Global Securities 


     (a) The Rule l44A Global Security authenticated under this Indenture shall be deposited with a custodian for and registered in the name of Cede
& Co., as nominee of DTC. Pursuant to the terms of the agreement to be entered into between DTC and the Issuer (the “DTC Agreement”), DTC will operate a book-entry system for
the securities registered in its name or the name of its nominee. The Regulation S Global Security authenticated under this Indenture shall be deposited with, and registered in the name of a nominee for, a common depositary for Clearstream and
Euroclear, which will each operate a book-entry system for the Securities registered in the name of the common depositary. Each such Global Security shall constitute a single Security for all purposes of this Indenture. 


     (b) The Rule l44A Global Security and the Regulation S Global Security shall bear legends as set forth in Section 2.02. Transfers of any Global
Security shall be limited to transfers of such Global Security in whole, but not in part. Transfers of interests from one Global Security to another Global Security shall be effected by an increase or a reduction in the aggregate principal amount of
Securities represented by the first Global Security and the corresponding reduction or increase in the aggregate principal amount of Securities represented by the other Global Security. Any beneficial interest in one of the Global Securities that is
transferred to a person who takes delivery in the form of an interest in another Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures or conditions applicable to beneficial interests in such other Global Security for as long as it remains such an interest. 


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     (c) Notwithstanding any other provision in this Indenture, no Global Securities held by DTC may be exchanged for Definitive Securities unless:
(i) DTC notifies the Trustee that it is unwilling or unable to continue to hold such Global Securities, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act and a successor to DTC registered under
the Exchange Act is not appointed by the Trustee at the written request of the Issuer within 120 days; (ii) an Event of Default under the Securities occurs, upon the request of the holder of a beneficial interest in the relevant Securities; or (iii)
at any time the Issuer at its option and in its sole discretion determines that a Global Security should be exchanged (in whole but not in part) for Definitive Securities. The Regulation S Global Securities may not be exchanged for Definitive
Securities unless: (i) either Clearstream or Euroclear is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business and does in fact do
so and no alternative clearing system satisfactory to the Issuer is available; (ii) an Event of Default under the Securities occurs, upon the request of the holder of a beneficial interest in the relevant Securities; or (iii) at any time the Issuer
at its option and in its sole discretion determines that a Global Security should be exchanged (in whole but not in part) for Definitive Securities. 


     Any Global Security that is exchangeable pursuant to the preceding paragraph shall be exchangeable only for Definitive Securities issuable in authorized denominations of a like aggregate principal
amount and tenor as the Global Security so exchangeable, and bearing interest at the same rate, having the same date of issuance, the same date or dates from which such interest shall accrue, the same Interest Payment Dates, and subject to the same
redemption and conversion provisions and other terms as the Global Security so exchangeable. Definitive Securities shall be registered in the names of the owners of the beneficial interests in such Securities as such names are from time to time
provided by the relevant Agent Members holding interests in such Global Securities (as the names of such Agent Members are provided to the Issuer and Holdings from time to time by DTC, Clearstream or Euroclear). 


     Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Securities in definitive form and will not be considered the
Holders thereof for any purpose under this Indenture. 


     (d) Definitive Securities issued upon any exchange of beneficial interests in the Rule l44A Global Security or the Regulations S Global
Security shall bear the legends set forth in Section 2.02 and shall be subject to all restrictions on transfer contained therein to the same extent as the Global Security so exchanged. 


     (e) In the event that a Global Security is surrendered for redemption in part pursuant to Section 10.08, Section 12 or Section 13 either (i)
the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such 


25 


















Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered or (ii) the Trustee shall endorse Schedule
A to such Global Security to reflect the reduction in the principal amount at maturity of such Global Security as a result of such redemption. 


     (f) Upon the effectiveness of the Registration Statement pursuant to the Registration Rights Agreement and the sale or other transfer of a
beneficial interest in a Global Security in connection therewith, the Issuer shall issue and upon receipt of an authentication order in accordance with Section 3.03, the Trustee (or its agent in accordance with Section 6.12) shall authenticate one
or more Unrestricted Global Securities in the form of Exhibit A-3 hereto in an initial aggregate principal amount equal to the principal amount of the beneficial interest so transferred. Concurrently with the issuance of any such Unrestricted Global
Security, the Trustee shall cause the aggregate principal amount of the applicable initial Global Security to be reduced accordingly and direct the Security Registrar to make a corresponding reduction in the Security Register in respect of the
initial Global Security. 


     (g) The Agent Members, DTC, Clearstream, Euroclear and any beneficial owners shall have no rights under this Indenture with respect to any
Global Security held on their behalf by a Holder, or in relation to which they hold, directly or indirectly, beneficial interests, and such Holder shall be treated by the Issuer, Group, Holdings, the Trustee, and any agent of the Issuer, Group,
Holdings or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, Group, Holdings, the Trustee, or any agent of the Issuer, Group, Holdings or the
Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Holder or impair, as between DTC, Clearstream, Euroclear or another clearing agency and any of their respective Agent Members and Holders, the
operation of customary practices governing the exercise of the rights of a holder or any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization,
direction, notice, consent, waiver, or other action which a Holder is entitled to give or take under this Indenture. 


     (h) DTC, Clearstream and Euroclear may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to the Securities. 


     (i) Pending the preparation of Definitive Securities, the Issuer may execute, and upon Issuer Order the Trustee shall authenticate and make
available for delivery, temporary Securities provided to it which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities in lieu of which
they are issued and with such appropriate insertions, omissions, 


26 


















substitutions and other variations as the officers executing such Definitive Securities may determine, as evidenced by their execution of such Securities. 


     If temporary Securities are issued, the Issuer will cause definitive registered Securities to be prepared without unreasonable delay. After the preparation of definitive registered Securities, the
temporary Securities shall be exchangeable for Definitive Securities upon surrender of the temporary Securities at any office or agency of the Issuer designated pursuant to Section 9.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities the Issuer shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like principal amount of Definitive Securities of authorized denominations. Until so exchanged
the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities. 


      (B) Definitive Securities 


     (a) At the option of a Holder, and subject to the other provisions of this Section 3.05, Definitive Securities may be exchanged for other
Definitive Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Definitive Securities to be exchanged at any such office or agency. Whenever any Definitive Securities are so surrendered for
exchange, and subject to the other provisions of this Section 3.05, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. Every
Definitive Security presented or surrendered for registration of transfer and/or surrendered for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 


     All Definitive Securities issued upon any registration of transfer or exchange of Definitive Securities shall be the valid and legally binding obligations of the Issuer, evidencing the same debt, and
subject to the other provisions of this Section 3.05, entitled to the same benefits under this Indenture, as the Definitive Securities surrendered upon such registration of transfer or exchange. 


     (b) No service charge shall be made for any registration of transfer or exchange of Securities except as provided in Section 3.08, but the
Issuer may require payment of a sum sufficient to cover any tax, duty or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to this Section 3.05 or
Section 8.05, 10.08 or 11.02 (other than where the Preference Shares, Ordinary Shares or ADSs are to be issued or delivered in a name other than that of the Holder of the Security), in each case not involving any transfer. Any stamp, stamp duty
reserve tax and other duties, if any, which may be imposed by the United 


27 


















Kingdom or any political subdivision thereof or therein in connection with any exchanges pursuant to this Section 3.05 or Section 8.05, 10.08, 11.02, 12.03(f) or 13.03(e) (other than where the Preference Shares, Ordinary Shares or
ADSs are to be issued or delivered in a name other than that of the Holder of the Security), in each case not involving any transfer, shall be paid by the Issuer. 


     In the event of a redemption of the Securities, the Issuer will not be required (a) to register the transfer of or exchange Securities for a period of 15 days immediately preceding the date notice is
given identifying the serial numbers of the Securities called for such redemption; or (b) to register the transfer of or exchange any Security, or portion thereof, called for redemption. 


     (c) Neither the Trustee, the Paying Agent nor any of their agents shall (1) have any duty to monitor compliance with or with respect to any
U.S. federal or state or other securities or tax laws; or (2) have any duty to obtain documentation on any transfers or exchanges other than as specifically required hereunder. 


      Section 3.06. Reserved. 


     Section 3.07. Special Transfer Provisions. Unless and until a Security is sold or otherwise transferred in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the following provisions shall apply: 


        (a) Transfers to QIBs. The following provisions shall apply with respect to any proposed transfer of a
    Security to a QIB, other than any QIB that is a Non-U.S. Person: 

  
          (i) If the Security to be transferred is (A) either a Rule 144A Definitive Security or a Regulation S Definitive Security prior to the removal
      of the Private Placement Legend, the transferor must advise the Issuer and the Trustee in writing that the sale has been made in compliance with the provisions of Rule l44A to a transferee who has advised the Issuer and the Trustee in writing that
      it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in
      reliance on Rule l44A and acknowledges that it has received such information regarding the Issuer, Group and Holdings as it has requested pursuant to Rule l44A, or has determined not to request such information, and that it is aware that the
      transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; or (B) an interest in a Rule 144A Global Security, the 

  




28 


















  
    
      transfer of such interest may be effected only through the book-entry system maintained by DTC. 

          (ii) If the proposed transferee is an Agent Member and the Security to be transferred consists of Rule 144A Definitive Securities, upon receipt
      by the Trustee of the documents referred to in paragraph (i) above and instructions given in accordance with the procedures of DTC, Clearstream or Euroclear, as the case may be, the Security Registrar shall reflect on its books and records the date
      and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Rule 144A Definitive Securities to be transferred, and the Trustee shall cancel the Rule l44A Definitive Securities so
      transferred. 

  

        (b) Transfers of Interests in the Regulation S Global Security or Regulation S
  Definitive Securities. The following provisions shall apply with respect to any transfer of interests in the Regulation S Global Security or Regulation S Definitive Securities: 

  
          (i) prior to the removal of the Private Placement Legend from the Regulation S Global Security or Regulation S Definitive Securities pursuant
      to Section 2.02, such transfer must comply with paragraph (a) or (c) of this Section 3.07, and 

          (ii) after such removal, transfers of any such Security may be made without provision of any additional certification. 

  

        (c) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any
  transfer of a Security to a Non-U.S. Person: 

  
          (i) any proposed transfer to any Non-U.S. Person of a Rule l44A Definitive Security or an interest in a Rule 144A Global Security may be made
      upon receipt by the Trustee of a certificate substantially in the form of Exhibit G hereto from the proposed transferor. 

          (ii) (A)
              If the proposed transferor is an Agent Member holding a beneficial
              interest in a Rule 144A Global Security, upon receipt by the Trustee
              of (1) the documents, if any, required by paragraph (i) and (2)
              instructions in accordance with the procedures of DTC, the Security
              Registrar shall reflect on its books and records the date and a
              decrease in the principal amount of the Rule l44A Global Security
              in an amount equal to the principal amount of the beneficial interest
              in the Rule l44A Global Security to be transferred, and (B) if
              the proposed transferee is an Agent Member, upon receipt by the
              Trustee of instructions given in accordance with the procedures
          of DTC, the Security Registrar  

  




29 


















  
    
      shall reflect on its books and records the date
      and an increase in the principal amount of the Regulation S Global Security
      in an amount equal to the principal amount of the Rule l44A Definitive
      Security or the Rule l44A Global Security, as the case may be, to be transferred,
      and the Trustee shall cancel the Definitive Security, if any, so transferred
      or decrease the amount of the Rule 144A Global Security.
      

  

        (d) Private Placement Legend. Upon the transfer, exchange or replacement of Securities not bearing the Private
  Placement Legend, the Trustee shall deliver Securities that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Private Placement Legend, the Trustee shall deliver only Securities that bear
  the Private Placement Legend unless (i) the Private Placement Legend is no longer required by Section 2.02, or (ii) if the time period referred to in Rule 144(k) has expired and there is delivered to the Trustee an Opinion of Counsel reasonably
  satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. 

        (e) General. By its acceptance of any Security bearing the Private Placement Legend, each Holder of such
  Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Security only as provided in this Indenture. In connection with any transfer of
  Securities, each Holder agrees by its acceptance of the Securities to furnish the Trustee, the Book-Entry Depositary or the Issuer such certifications, legal opinions or other information as any of them may reasonably require to confirm that such
  transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; provided that the Trustee shall not be required
  to determine (but may conclusively rely on a determination made by the Issuer with respect to) the sufficiency of any such certifications, legal opinions or other information. 




     The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 3.07 in accordance with its customary record retention
procedures. The Issuer, Group and Holdings shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee. 


     Section 3.08. Mutilated, Destroyed, Lost or Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Issuer shall
execute and the Trustee shall authenticate and make available for delivery in exchange therefor a 


30 


















new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding. 


      If there be delivered to the Issuer and to the Trustee: 


        (1) evidence to their satisfaction of the destruction, loss or theft of any Security; and 

        (2) such security or indemnity as may be satisfactory to the Issuer and the Trustee to save each of them and any agent of either of them
    harmless, 




then, in the absence of actual notice to the Issuer or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and the Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding. 


     In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion, but subject to any conversion rights, may, instead of
issuing a new Security, pay such Security, upon satisfaction of the conditions set forth in the preceding paragraph. 


     Upon the issuance of any new Security under this Section 3.08, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 


     Every new Security issued pursuant to this Section 3.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Issuer,
whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
duly issued hereunder. 


     The provisions of this Section 3.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities. 


     Section 3.09. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid, (i) in the case of Definitive Securities, to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest and, at the option of the Issuer, may be paid by check mailed to the address of the Person as it appears in the Security Register; and (ii) in the case of Global Securities, to the Holder by wire transfer of same-day funds to the
Holder in 


31 


















whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 


     Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each
case, as provided in clause (1) or (2) below: 


        (1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective
    Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of
    Defaulted Interest proposed to be paid on each Security, the date of the proposed payment and the Special Record Date, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
    paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
    such Defaulted Interest as in this clause provided. The Special Record Date for the payment of such Defaulted Interest shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after
    the receipt by the Trustee of the notice of the proposed payment. The Trustee, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
    first-class postage prepaid, to each Holder at such Holder’s address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
    Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall
    no longer be payable pursuant to the following clause (2). 

        (2) The Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
    exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed
    practicable by the Trustee. 




     Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in 


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exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 


     Interest on any Security which is converted in accordance with Section 11.02 during a Record Date Period shall be payable in accordance with the provisions of Section 11.02. 


     Section 3.10. Persons Deemed Owners. The Issuer, Group, Holdings, the Trustee and any agent of the Issuer, Group, Holdings or the Trustee may
treat the Person in whose name a Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.09) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and none of the Issuer, Group, Holdings, the Trustee nor any agent of the Issuer, Group, Holdings or the Trustee shall be affected by notice to the contrary. 


     Section 3.11. Cancellation. All Securities surrendered for payment, redemption, repurchase, registration of transfer or exchange or
conversion shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered to the Trustee shall be canceled promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities canceled as provided in this Section 3.11. The Trustee shall dispose of all canceled Securities in accordance with applicable law and its customary practices in effect from time to time. 


     Section 3.12. Computation of Interest. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the number of days elapsed. 


     Section 3.13. CUSIP, CINS, ISIN and/or Common Code Numbers. The Issuer in issuing Securities may use “CUSIP,” “CINS,”
“ISIN,” and/or “Common Code” numbers (if then generally in use) in addition to serial numbers; the Trustee shall use such CUSIP, CINS, ISIN and/or Common Code numbers in addition to serial numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP, CINS, ISIN and/or Common Code numbers either as printed on
the Securities or as contained in any notice of a redemption and that reliance may be placed only on the serial or other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of
such CUSIP, CINS, ISIN and/or Common Code numbers. The Issuer shall promptly notify the Trustee in writing of any change in any such CUSIP, CINS, ISIN and/or Common Code number. 


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ARTICLE 4 

SATISFACTION
AND DISCHARGE 


     Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of conversion, or registration of transfer or exchange, or replacement of Securities herein expressly provided for and the Issuer’s obligations to the Trustee pursuant to Section 6.07), and the Trustee, at the expense of
the Issuer, shall execute proper instruments in form and substance satisfactory to the Trustee acknowledging satisfaction and discharge of this Indenture, when 


      (1) either 


        (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.08; and
    (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 9.03) have been delivered to the
    Trustee for cancellation; or 

        (B) all such Securities not theretofore delivered to the Trustee or its agent for cancellation (other than Securities referred to in clauses (i) and (ii) of clause (1)(A) above) 

  
    
            (i) have become due and payable, or 

          (ii) will have become due and payable at their Stated Maturity within one year, or 

          (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the
      Issuer, 

  

  
    and the Issuer, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds (immediately available to the Holders in the case of clause (i)) in trust for the purpose an
  amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of such deposit (in the case of Securities which
  have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 




     (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and 


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     (3) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 


     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.07, the obligations of the Issuer to any Authenticating Agent under
Section 6.12, and, if money shall have been deposited with the Trustee pursuant to clause (1)(B) of this Section 4.01, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 9.03, the obligations of the Issuer and the
Trustee under Section 3.05 and Article 11 and the obligations of Group and Holdings under Article 15 shall survive such satisfaction and discharge. 


     Section 4.02. Application of Trust Money. Subject to the provisions of the last paragraph of Section 9.03, all money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own
Paying Agent), to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee. 


     All moneys deposited with the Trustee pursuant to Section 4.01 (and held by it or any Paying Agent) for the payment of Securities subsequently converted shall be returned to the Issuer upon Issuer
Request. 


ARTICLE 5 

REMEDIES 


     Section 5.01. Events of Default. “Event of Default”, wherever used
herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body). 


        (1) default in the payment of the principal of or premium, if any, on any Security at its Maturity; or 

        (2) default in the payment of any interest upon any Security when it becomes due and payable, and continuance of such default for a period of
    30 days; or 

        (3) failure by the Issuer to give the Company Notice in accordance with Section 12.03; or 




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        (4) default in the performance, or breach, of any covenant or warranty of the Issuer, Group or Holdings in this Indenture (other than a
    covenant or warranty a default in the performance or breach of which is specifically dealt with elsewhere in this Section), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified
    mail, to the Issuer, Group and Holdings by the Trustee or to the Issuer, Group and Holdings and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities, a written notice specifying such default or breach and
    requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

        (5) a default in the payment when due of the principal of, or acceleration of, any Indebtedness under any bond, debenture, note or other
    evidence of indebtedness for money borrowed by Holdings or any Subsidiary of Holdings or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of Holdings or any
    Subsidiary of Holdings with a principal amount then outstanding in excess of U.S.$25,000,000, whether such Indebtedness now exists or shall hereafter be created, if such Indebtedness is not discharged, or such acceleration is not rescinded or
    annulled, within a period of 30 days after there shall have been given, by registered or certified mail, to Holdings by the Trustee or to Holdings and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities a
    written notice specifying such default and requiring Holdings to cause such Indebtedness to be discharged or such acceleration to be rescinded or annulled and stating that such notice is a “Notice of
    Default” hereunder; or 

        (6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Issuer, Group or Holdings in
    an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Issuer, Group or Holdings a bankrupt or insolvent, or approving as properly filed a petition
    seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer, Group or Holdings under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of
    the Issuer, Group or Holdings or of any substantial part of the property of the Issuer, Group or Holdings, or ordering the winding up or liquidation of Group’s, Holdings’ or the Issuer’s affairs, and the continuance of any such decree
    or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 

        (7) the commencement by Group or Holdings of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or
    other similar law or of any other case or proceeding to 




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    be adjudicated a bankrupt or insolvent, or the consent by the Issuer, Group or Holdings to the entry of a decree or order for relief in respect of the Issuer, Group or Holdings in an involuntary case or proceeding under any
    applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by the Issuer, Group or Holdings of a petition or answer or consent seeking
    reorganization or similar relief under any applicable law, or the consent by the Issuer, Group or Holdings to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
    sequestrator or other similar official of Group or Holdings or of any substantial part of the property of the Issuer, Group or Holdings, or the making by the Issuer, Group or Holdings of an assignment for the benefit of creditors, or the admission
    by the Issuer, Group or Holdings in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer, Group or Holdings in furtherance of any such action; or 

        (8) the Issuer’s, Group’s or Holdings’ stopping payment of, or being unable to, or admitting an inability to, pay, its debts (or
    any class of its debts) as they fall due, or being deemed unable to pay its debts, or being adjudicated or found bankrupt or insolvent or entering into any composition or other similar arrangements with its creditors under any applicable bankruptcy,
    insolvency, reorganization or other similar law; or 

        (9) an administrative or other receiver, manager, administrator or other similar official being appointed in relation to the Issuer, Group or
    Holdings or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of it, or an encumbrancer taking possession of the whole or a substantial part of the undertaking or assets of it, or a distress, execution,
    attachment, sequestration or other process being levied, enforced upon, sued out or put in force against the whole or a substantial part of the undertaking or assets of it and in any case (other than the appointment of an administrator) not being
    discharged, removed or stayed within 90 days. 




     Section 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section
5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the
Securities to be due and payable immediately, by a notice in writing to the Issuer and Holdings (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due
and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) occurs, the principal of, and accrued interest on, all the Securities shall ipso facto become immediately due 


37 


















and payable without any declaration or other Act of the Holder or any act on the part of the Trustee. 


     At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 5
provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Issuer, Holdings and the Trustee, may rescind and annul such declaration and its consequences if: 


        (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay, without duplication: 

  
    
            (A) all overdue interest on all Securities; 

          (B) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by the Securities;
    

          (C) to the extent permitted by applicable law, interest upon overdue interest at a rate of 2.00% per annum; and 

          (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, except to the extent such
      amounts would not be required to be paid pursuant to Section 6.07; 

  

  
    and 

        (2) all Events of Default, other than the nonpayment of the principal of, and any premium and interest on, Securities which have become due
    solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 




           No
rescission or annulment referred to above shall affect any subsequent default
or impair any right consequent thereon. 


          Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if: 


        (1) default is made in the payment of any interest on any Security when it becomes due and payable and such default continues for a period of
    30 days; or 

        (2) default is made in the payment of the principal of or premium, if any, on any Security at the Maturity thereof; 




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then the Issuer will upon demand of the Trustee pay to it, for the benefit of the Holders of such Securities the whole amount then due and payable on such Securities for principal and interest and interest on any overdue principal
and premium, if any, and, to the extent permitted by applicable law, on any overdue interest, at a rate of 2.00% per annum, and in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel. 


     If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums
so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law
out of the property of the Issuer or any other obligor upon the Securities, wherever situated. 


     If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities by such appropriate judicial
proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any
other proper remedy. 


     Section 5.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, Group, Holdings or any other obligor upon the Securities or the property of the Issuer, Group, Holdings or such other obligor or the creditors
of either, the Trustee (irrespective of whether the principal of, and any interest on, the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Issuer, Group or Holdings for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 


        (1) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Securities
    and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter, and to file such other papers or documents, in each of the foregoing cases, as may be necessary
    or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel) and of the Holders of Securities allowed in such judicial
    proceeding; and 




39 


















        (2) to collect and receive any moneys or other property payable or deliverable on any such claim and to distribute the same; 




and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to the Holders of Securities to pay to the Trustee any amount due to it. 


     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding; provided,
however, that the Trustee may, on behalf of such Holders, vote for the election of a trustee in bankruptcy or similar official. 


     Section 5.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, be for the ratable benefit of the
Holders of the Securities in respect of which judgment has been recovered. 


     Section 5.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article 5 shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid: 


        FIRST: To the payment of all amounts due the Trustee under Section 6.07; 

        SECOND: To the payment of the amounts then due and unpaid for principal of, premium, if any, or interest on, the Securities in respect of which or for the benefit of
    which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium, if any, and interest, respectively; and 

  
          THIRD: Any remaining amounts shall be repaid to the Issuer. 




     Section 5.07. Limitation on Suits. No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with
respect to this 


40 


















Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 


        (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default; 

        (2) the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to
    institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

        (3) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to
    be incurred in compliance with such request; and 

        (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
  




it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.



     Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert. Notwithstanding any other provision
in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and (subject to Section 3.09) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be), and to convert such Security in accordance with Article 11, and to institute suit for the
enforcement of any such payment and right to convert, and such rights shall not be impaired without the consent of such Holder. 


     Section 5.09. Restoration of Rights and Remedies. If the Trustee or any Holder of a Security has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such
proceeding, the Issuer, Group, Holdings, the Trustee and the Holders of Securities shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holders shall continue
as though no such proceeding had been instituted. 


     Section 5.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost 


41 


















or stolen Securities in the last paragraph of Section 3.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


     Section 5.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article 5 or by law to the Trustee or to the
Holders of Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or (subject to the limitations contained in this Indenture) by the Holders of Securities as the case may be. 


     Section 5.12. Control by Holders of Securities. The Holders of a majority in principal amount of the Outstanding Securities shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that:



        (1) such direction shall not be in conflict with any rule of law or with this Indenture; and 

        (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 




     Section 5.13. Waiver of Past Defaults. The Holders, either (a) through the written consent of not less than a majority in principal amount of
the Outstanding Securities; or (b) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least a majority in principal amount of the Outstanding Securities
represented at such meeting, may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except a default (1) in the payment of the principal of or interest on any Security; or (2) in respect of a
covenant or provision hereof which under Article 8 cannot be modified or amended without the consent of the Holder of each Outstanding Security affected. 


     Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right consequent thereon. 

     Section 5.14.
      Undertaking for Costs. All parties
      to this Indenture agree, and each Holder of any Security by his acceptance
thereof shall be deemed to 


42 

















have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Issuer, Group or Holdings, to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any Holder of any Security for the enforcement of the
payment of the principal of or interest on any Security on or after the respective Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date, Change of Control Redemption Date or Holder Option
Redemption Date, as the case may be), or for the enforcement of the right to convert any Security in accordance with Article 11. 


     Section 5.15. Waiver of Stay, Usury or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, usury or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of
this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede by reason of such law the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 


ARTICLE 6 

THE TRUSTEE 


     Section 6.01. Certain Duties and Responsibilities. (a).Except during the
continuance of an Event of Default: 


        (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
    covenants or obligations shall be read into this Indenture against the Trustee; and 

        (2) in
      the absence of bad faith on its part, the Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions
      expressed therein, upon certificates or opinions furnished to the Trustee
      and conforming to the requirements of this Indenture; but in the case
      of any such certificates or opinions which by any provision hereof are
      specifically required to be furnished to the Trustee, the Trustee shall
    be




43 


















  
     under a duty to examine the same to determine whether
    or not they substantially conform to the requirements of this Indenture, but
    not to verify the contents thereof. 




     (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 


     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that 


        (1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section; 

        (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the
    Trustee was negligent in ascertaining the pertinent facts; 

        (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
    direction of the Holders of a majority in principal amount of the Outstanding Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the
    Trustee, under this Indenture; and 

        (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
    performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
    assured to it. 




     (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section. 


     (e) At the direction of any of the Company, Group or Holdings, the Trustee shall enter into such consent documentation as may reasonably be
requested of it to effect the Reduction of Capital, provided that such Reduction of Capital does not contravene the covenant of Holdings set forth in Section 9.06 as evidenced by an Opinion of Counsel to that effect and to the effect that all
conditions precedent, if any, to the execution of such documents have been complied with. 


44 


















     Section 6.02. Notice of Defaults. Within 90 days after the occurrence of any default hereunder as to which a Responsible Officer of the
Trustee has actually received written notice, the Trustee shall give to all Holders of Securities, in the manner provided in Section 1.06, notice of such default, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of or interest on any Security the Trustee shall be protected in withholding such notice if and so long as the
Trustee in good faith determines that the withholding of such notice is in the interest of the Holders; and provided, further, that in the case of any default of the character specified in Section 5.01(4), no such notice to Holders of Securities
shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default. 


     Section 6.03. Certain Rights of Trustee. Subject to the provisions of Section 6.01: 


        (1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers’
    Certificate, other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document (whether in its original or facsimile form)
    believed by it to be genuine and to have been signed or presented by the proper party or parties; 

        (2) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order; 

        (3) any request or direction of Holdings mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any
    resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 

        (4) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
    taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate; 

        (5) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
    authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

        (6) the
            Trustee shall be under no obligation to exercise any of the rights
            or powers vested in it by this Indenture at the request or direction
            of any of the Holders of Securities pursuant to this Indenture, unless
     such Holders shall have offered to the Trustee reasonable security  




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    or indemnity satisfactory to it against the costs,
    expenses and liabilities which might be incurred by it in compliance with
    such request or direction;
  

        (7) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
    instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Trustee may make such further inquiry or investigation into such facts or
    matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Issuer, Group and
    Holdings, personally or by agent or attorney at the sole cost of Group or Holdings, as the case may be, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 

        (8) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or
    attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 

        (9) the rights, privileges, protections and indemnities given to the Trustee, are extended to and shall be enforceable by the Trustee in each
    of its capacities hereunder; 

        (10) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
    knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and 

        (11) the Trustee may request that Group or Holdings deliver an Officers’ Certificate setting forth the names of individuals and/or titles
    of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized
    in any such certificate previously delivered and not superseded. 

        (12) At
            the direction of any of the Company, Group or Holdings, the Trustee
            may enter into such consent documentation as may reasonably be requested
            of it to effect the Reduction of Capital, provided that such Reduction
            of Capital does not contravene the covenant of Holdings set forth
     in Section 9.06 as evidenced by an Opinion of Counsel  




46 


















  
    to that effect and to the effect that all conditions
    precedent, if any, to the execution of such documents have been complied
    with. 




     Section 6.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities (except the
Trustee’s certificates of authentication) shall be taken as the statements of the Issuer, Group and Holdings, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture, of the Securities, of the Preference Shares issuable upon the conversion of the Securities, or of the Ordinary Shares or ADSs issuable upon the exchange of the Preference Shares. The Trustee shall not be accountable
for the use or application by the Issuer of Securities or the proceeds thereof. 


     Section 6.05. May Hold Securities, Act as Trustee Under Other Indentures. The Trustee, any Authenticating Agent, any Paying Agent, any
Conversion Agent or any other agent of the Issuer, Group, Holdings or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Conversion Agent or such other agent. 


     The Trustee may become and act as trustee under other indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer, Group or Holdings are
outstanding in the same manner as if it were not Trustee hereunder. 


     Section 6.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuer. 


     Section 6.07. Compensation and Reimbursement. The Issuer, and failing which Group and Holdings, agrees: 


        (1) to pay to the Trustee from time to time such compensation as the Issuer and the Trustee shall from time to time agree in writing for all
    services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

        (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
    advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and  counsel),
    except any such expense, disbursement or advance as may be attributable
    to its own negligence or willful misconduct; and
      




47 












        (3) to fully indemnify the Trustee (and its directors, officers, employees and agents) for, and to hold it harmless against, any and all loss,
    damage, claim, liability or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable legal fees and expenses, incurred without negligence or bad faith on its part, arising out of or in connection with the
    acceptance or administration of this trust, including the reasonable costs, expenses and reasonable attorneys’ fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties
    hereunder. 




     When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses (including the reasonable charges of its
counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable bankruptcy, insolvency, reorganization or other similar law. 


     The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.07, except with
respect to funds held in trust for the benefit of the Holders of particular Securities. 


     The provisions of this Section shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee. 


     Section 6.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, having a combined capital and surplus (or for such purposes, the combined capital and surplus of any parent holding company) of at least U.S.$50,000,000, subject to supervision or
examination by U.S. federal or State authority, in good standing and having an office or agent in the Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article and a successor
shall be appointed pursuant to Section 6.09. 


      Section 6.09.
Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of Section
6.10.


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     (b) The Trustee may resign at any time by giving written notice thereof to the Issuer and Holdings. If the instrument of acceptance by a
successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the expense of the Issuer, petition any court of competent
jurisdiction for the appointment of a successor Trustee. 


     (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to
the Trustee, the Issuer and Holdings. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may, at
the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. 


      (d) If at any time: 


        (1) the Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Issuer or by any
    Holder of a Security who has been a bona fide Holder of a Security for at least six months; or 

        (2) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
    shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 




then, in any such case (i) the Issuer by a Board Resolution may remove the Trustee; or (ii) subject to Section 5.14, any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 


     (e) If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, the Issuer, by a
Board Resolution, shall promptly appoint a successor Trustee and shall comply
with the applicable requirements of this Section and Section 6.10. If, within
one year after such resignation, removal or incapability, or occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities delivered to the Issuer, Holdings
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable requirements
of Section 6.10, become the successor Trustee and supersede the successor Trustee
appointed by the Issuer. If no successor Trustee shall have been so appointed
by the Issuer or the Holders of Securities and accepted appointment in the manner
required by this Section and Section 6.10,


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 any Holder of a Security who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee. 


     (f) The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders
of Securities in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 


     Section 6.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Issuer, Group, Holdings and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon
request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. 


     No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible under this Article. 


     Section 6.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided such corporation shall be otherwise eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 


     Section 6.12. Authenticating Agents. The
Trustee may, with the consent of the Issuer, appoint an Authenticating Agent
or Agents acceptable to the Issuer with respect to the Securities which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon exchange or substitution pursuant to this Indenture.


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     Securities authenticated
    by an Authenticating Agent shall be entitled to the benefits of this Indenture
    and shall be valid and obligatory for all purposes as if authenticated by
    the Trustee hereunder, and every reference in this Indenture to the authentication
    and delivery of Securities by the Trustee or the Trustee’s certificate
    of authentication shall be deemed to include authentication and delivery
    on behalf of the Trustee by an Authenticating Agent and a certificate of
    authentication executed on behalf of the Trustee by an Authenticating Agent.
    Each Authenticating Agent shall be subject to acceptance by the Issuer and
    shall at all times be a corporation organized and doing business under the
    laws of the United States of America, any State thereof or the District
    of Columbia, authorized under such laws to act as Authenticating Agent and
    subject to supervision or examination by government or other fiscal authority.
    If at any time an Authenticating Agent shall cease to be eligible in accordance
    with the provisions of this Section 6.12, such Authenticating Agent shall
    resign immediately in the manner and with the effect specified in this Section
6.12. 


     Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, the Trustee may appoint a successor Authenticating Agent which shall be subject to acceptance by the Issuer. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12.



     The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. 


     If an Authenticating
Agent is appointed with respect to the Securities pursuant to this Section 6.12,
the Securities may have endorsed thereon, in addition to or in lieu of the Trustee’s
certification of authentication, an alternative certificate of authentication
in the following form:


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This is one of the Securities referred to in the within-mentioned Indenture. 

	 	

	 	
    as Trustee
	 	
    By Authenticating Agent,
	 	 	
    as Authenticating Agent
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	
                   Authorized Signatory



     Section 6.13. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 


     Section 6.14. Preferential Collection of Claims Against the Issuer, Group and Holdings. If and when the Trustee shall be or become a creditor
of the Issuer, Group or Holdings (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Issuer, Group or Holdings (or any such other
obligor), as the case may be. 


ARTICLE 7 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE 


      Section 7.01.
Holdings May Consolidate, Etc., Only on Certain Terms. Holdings
shall not consolidate with or merge into any other Person or convey, transfer,
sell or lease all its properties and assets substantially as an entirety to
any Person, and Holdings shall not permit any Person to  consolidate with or
merge into Holdings, unless: 


        (1) in
      case Holdings shall consolidate with or merge into another Person or convey,
      transfer or lease its properties and assets substantially as an entirety
      to any Person, the Person formed by such consolidation or into which Holdings
      is merged, or the Person which acquires by conveyance, transfer or sale,
      or which leases the properties and assets of Holdings substantially as
      an entirety, shall be a corporation, limited liability company, partnership
      or trust, shall be organized and validly existing under the laws of England
      and Wales, any other member state of the European Union, Switzerland or
      the United States of America, any State thereof or the District of Columbia
      and if such Person is not Holdings shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee, in form satisfactory
      to the Trustee, the performance or observance of every covenant of this
    Indenture on the




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     part of
    Holdings to be performed or observed and shall have provided for conversion
    and exchange rights in accordance with Article 11; 

        (2) immediately after giving effect to such transaction, no Event of Default, and no event that after notice or lapse of time or both, would
    become an Event of Default, shall have happened and be continuing; and 

        (3) Holdings has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
    merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such
    transaction have been complied with, together with any documents required under Section 8.03. 




     Section 7.02. Successor Substituted. Upon any consolidation of Holdings with, or merger of Holdings into any other Person or any conveyance,
transfer or lease of all or substantially all the properties and assets of Holdings in accordance with Section 7.01, the successor Person formed by such consolidation or into or with which Holdings is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Holdings under this Indenture with the same effect as if such successor Person had been named as Holdings herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 


ARTICLE 8 

SUPPLEMENTAL INDENTURES 


     Section 8.01. Supplemental Indentures Without Consent of Holders of Securities. Without the consent of any Holders of Securities, the Issuer,
Group, Holdings, in each case when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes: 


     (1) to evidence the succession of another Person to the Issuer, Group or Holdings and the assumption by any such successor of the covenants and
obligations of the Issuer, Group or Holdings, as the case may be, herein and in the Securities as permitted by this Indenture; or 

      (2) to
     add to the covenants of the Issuer, Group or Holdings for the benefit of the
     Holders of Securities or to surrender any right or power herein conferred upon
     the Issuer, Group or Holdings; or 


53 


















  
          (3) to secure the Securities; or 

        (4) to comply with the requirements of the Trust Indenture Act or the rules and regulations of the Commission thereunder in order to effect or
    maintain the qualification of this Indenture under the Trust Indenture Act, as contemplated by this Indenture or otherwise; or 

        (5) to comply with the requirements of the Securities Act, the Exchange Act or the Investment Company Act or the rules and regulation of the
    Commission under any such Acts; or 

        (6) if application is made for the Securities to be admitted to the Official List of the United Kingdom Listing Authority and to trading on the
    London Stock Exchange, to comply with the listing rules of the United Kingdom Listing Authority; and if application is made for the Securities to be listed on the Luxembourg Stock Exchange, to comply with the relevant requirements of the Luxembourg
    Stock Exchange; or 

        (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee; or 

        (8) to cure any ambiguity, omission or defect or to correct or supplement any provision herein which may be inconsistent with any other
    provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture as the Issuer, Group, Holdings and the Trustee may deem necessary or desirable; provided such action pursuant to this clause (8) shall not, in the judgment of the Issuer, Group and Holdings, adversely affect the interests of the Holders of Securities in any material respect; or
  

        (9) to modify, alter, amend or supplement the Indenture in any other manner that is not adverse to any Holder of Securities. 




     Upon Issuer Request and Company Request, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and subject to and upon receipt by the Trustee of the documents
described in Section 8.03 hereof, the Trustee shall join with the Issuer, Group and Holdings in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations which may be therein contained. 


     Section 8.02. Supplemental Indentures with Consent of Holders of Securities. With
either (a) the written consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by the Act of said Holders delivered
to the Issuer, Group, Holdings and the Trustee; or (b) by the adoption of a
resolution, at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of a majority in principal amount of the Outstanding
Securities represented at such meeting, the Issuer, Group, Holdings,


54 


















 in each case when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of Securities under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Security affected thereby: 


        (1) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount or the rate
    of interest payable thereon or any amount payable upon redemption pursuant to Article 10, Article 12 or Article 13 hereof in a manner adverse to the Holders, or change the place at which or the coin or currency in which any Security or the interest
    or any premium thereon or any other amount in respect thereof is payable, or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption, on
    or after the Redemption Date Change of Control Redemption Date or Holder Option Redemption Date, as the case may be) or adversely affect the right to convert any Security as provided in Article 11; or 

        (2) reduce the percentage in principal amount of the Outstanding Securities the consent of whose Holders is required for any such supplemental
    indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or 

        (3) modify any of the provisions of this Section and Section 5.13 or 9.08, except to increase any percentage contained herein or therein or to
    provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or 

        (4) modify the provisions of Article 12 or Article 13 in a manner adverse to the Holders. 




     It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. 


     Section 8.03. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to
Sections 6.01 and 6.03) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this


55 


















 Indenture, and that such supplemental indenture has
been duly authorized, executed and delivered by the Issuer, Group and Holdings
and constitutes a valid and legally binding obligation of the Issuer, Group
and Holdings enforceable against the Issuer, Group and Holdings in accordance
with its terms. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 


     Section 8.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder appertaining thereto shall be
bound thereby. 


     Section 8.05.
Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Issuer shall so determine, new Securities so modified as to conform, in the opinion of the Issuer and the Trustee, to any such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Trustee in exchange for Outstanding Securities. 


     Section 8.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as in effect at the time of the execution thereof. 


     Section 8.07. Notice of Supplemental Indentures. Promptly after the execution by the Issuer, Group, Holdings and the Trustee of any
supplemental indenture pursuant to the provisions of Section 8.02, the Issuer shall give notice to all Holders of Securities of such fact, setting forth in general terms the substance of such supplemental indenture, in the manner provided in Section
1.06. Any failure of the Issuer to give such notice, or any defect therein, shall not in any way impair or affect the validity of any such supplemental indenture. 


ARTICLE 9 

COVENANTS 


     Section 9.01. Payment of Principal, Premium and Interest. The
Issuer covenants and agrees that, subject to Section 1.13, it will duly and
punctually pay the principal of premium, if any, and interest on the Securities
in accordance with the terms of the Securities and this Indenture. The Issuer
will deposit or cause to be deposited with the Trustee, no later than the opening
of business on the date of the Stated Maturity of any Security or no later than
the opening of business on the


56 


















 due date for any principal, premium, if any, and
any installment of interest, all payments so due, which payments shall be in
immediately available funds on the date of such Stated Maturity or due date,
as the case may be. The Issuer hereby covenants and agrees that it shall make
all payments in respect of principal of (and premium, if any, on) and interest
(including interest on amounts in default, if any,) on the Securities or the
payment of any other sums due on the Securities without deduction or withholding
for or on account of any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied upon or as a result of such payments
by or on behalf of any taxing authority, unless deduction or withholding of
such taxes, duties, assessments or governmental charges is required by law. 


     Section 9.02. Maintenance of Offices or Agencies. The Issuer hereby appoints the Corporate Trust Office of the Trustee or such other office
or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may
be surrendered for conversion, and where notices and demands to or upon the Issuer, Group and Holdings in respect of the Securities and this Indenture may be served. The Trustee shall upon receipt forward any such notices and demands to Group,
Holdings and the Issuer at the address specified in Section 1.05(2) . 


     The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have
been made available for payment and either paid or returned to the Issuer pursuant to the provisions of Section 9.03, the Issuer will maintain in the State of New York, The City of New York, an office or agency where Securities may be presented or
surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer, Group and Holdings in respect of the Securities and this Indenture may be
served. The Issuer will give prompt written notice to the Trustee, and notice to the Holders in accordance with Section 1.06, of the appointment or termination of any such agents and of the location and any change in the location of any such office
or agency. 


     If at any time the Issuer shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices
and demands may be served on the Corporate Trust Office of the Trustee. 

     Section 9.03.
      Money for Security Payments to Be Held in Trust. If
      the Issuer shall act as its own Paying Agent, it will, on or before each
      due date of the principal of or interest on any of the Securities, segregate
      and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal or 


57 

















interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and the Issuer
will promptly notify the Trustee of its action or failure so to act. 


     Whenever the Issuer shall have one or more Paying Agents, it will, no later than the opening of business on each due date of the principal of, premium, if any, or interest on any Securities, deposit
with the Trustee a sum sufficient to pay the principal or interest so becoming due, such sum to be held for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Issuer
will promptly notify the Trustee of any failure so to act. 


     The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will: 


        (1) hold all sums held by it for the payment of the principal of, premium, if any, or interest on Securities for the benefit of the Persons
    entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

        (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the Securities) in the making of any payment of principal
    or interest; and 

        (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so
    held by such Paying Agent. 




     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with respect to such money. 


     Anything contained herein
to the contrary notwithstanding, any money held by the Trustee or any Paying
Agent in trust for the payment and discharge of the principal of or interest
on any Security which remains unclaimed for two years after the date when each
payment of such principal, premium or interest has become payable shall be repaid
within 60 days of such date by the Trustee to the Issuer as its absolute property
free from trust, and the Trustee shall thereupon be released and discharged
with respect thereto and the Holders shall look only to the Issuer for the payment
of the principal or interest on such Security. The Trustee shall not be liable
to the Issuer, Group, Holdings or any Holder for interest on funds held by it
for the payment and discharge of the principal, premium or


58 


















 interest on any of the Securities to any Holder.
The Issuer shall not be liable for any interest on the sums paid to it pursuant
to this paragraph and shall not be regarded as a trustee of such money. 


     Section 9.04. Existence. Subject to Article 7, the Issuer, Group and Holdings will do or cause to be done all things necessary to preserve
and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Issuer, Group and Holdings shall not be required to preserve any
such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer, Group or Holdings, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to the Holders. 


     Section 9.05. Registration and Listing. Within a reasonable time after the issuance of the Global Securities, the Issuer and Holdings (i)
will effect all registrations with, and obtain all approvals by, all governmental authorities that may be necessary under any applicable law (including the Securities Act, the Exchange Act and state securities and Blue Sky laws) before the Ordinary
Shares or ADSs issuable upon any exchange of the Preference Shares may be lawfully issued and certification in respect thereof delivered, and qualified or listed as contemplated by clause (ii); and (ii) will cause the Ordinary Shares that may be
issued and certification in respect thereof delivered upon any exchange of the Preference Shares, prior to such issuance and delivery, to be admitted to the official list of the United Kingdom Listing Authority and admitted to trading on the London
Stock Exchange or, if the Ordinary Shares are not then admitted to trading on the London Stock Exchange, will list the Ordinary Shares or qualify the Ordinary Shares for quotation on each securities exchange or quotation system on which outstanding
Ordinary Shares are listed or quoted at the time of such issue and delivery. 


     Section 9.06. Further Undertakings of Holdings. Holdings covenants and agrees that it will, at all times while Securities are outstanding,
save with either (a) the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities, by Act of said Holders delivered to the Issuer, Holdings and the Trustee; (b) the adoption of a resolution, at a
meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of a majority in principal amount of the Outstanding Securities represented at such meeting; or (c) the consent of the Trustee where, in the opinion of the
Trustee, it is not materially prejudicial to the interests of the Holders of the Securities to give such approval: 


       (a) at
      all times keep available for issue free from pre-emptive rights out of its
      authorized but unissued capital such number of Ordinary Shares as would
      enable the obligation of the Issuer to procure that Preference Shares issued
      upon conversion of the Securities be exchanged for Ordinary Shares in accordance
  with the Articles of Association to be satisfied in full;




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       (b) not
      in any way modify the rights attaching to the Ordinary Shares with respect
      to voting, dividends or liquidation nor issue any other class of equity
      share capital carrying any rights which are more favorable than such rights
      except that nothing in this clause (b) shall prevent (i) the issue of equity
      share capital to employees (including executive officers) or directors of
      Holdings or any of its Subsidiaries or associated undertakings pursuant
      to any employees’ or directors’ share plan or option plan; (ii)
      any consolidation or subdivision of the Ordinary Shares; (iii) any modification
      of such rights which is not materially prejudicial to the interests of the
      Holders of the Securities; (iv) any alteration to the articles of association
      of Holdings made in connection with any matters referred to in this clause
      (b) or supplemental or incidental thereto; or (v) any issue of Ordinary
      Shares in connection with and upon (1) exchange of the exchangeable shares
      of Shire Acquisition Inc. or the remaining outstanding shares of Roberts
      Pharmaceutical Corporation or (2) the conversion of the unsecured convertible
      zero coupon loan note due to Arenol Corporation; or (vi) any issue of equity
      share capital where the issue of such equity share capital results (or would,
      but for the fact that the adjustment would be less than one percent of the
      Exchange Ratio or that the relevant issue were at less than 95% of the current
      market price per Ordinary Share on the relevant Trading Day, result) in
  an adjustment to the Exchange Ratio; and 

        (c) not reduce its issued share capital, share premium account or capital redemption reserve or any uncalled liability in respect thereof
    except (i) pursuant to the terms of issue of the relevant share capital; (ii) by means of a purchase or redemption; (iii) as permitted by Section 130(2) of the Companies Act 1985; (iv) where the reduction does not involve any distribution of assets;
    (v) where the reduction results in (or would, but for the fact that the adjustment would be less than one percent of the Exchange Ratio then in effect, result in) an adjustment to the Exchange Ratio; or (vi) solely in relation to a change in the
    currency in which the nominal value of the Ordinary Shares is expressed. 




     Section 9.07. Statement by Officers as to Default. The Issuer and Holdings shall deliver to the Trustee, within 120 days after the end of
each fiscal year of Holdings ending after the date hereof, an Officers’ Certificate (one of the signers of which shall be Holdings’ principal
executive, principal financial or principal accounting officer), stating whether
or not to the best knowledge of the signers thereof the Issuer is in default
in the performance and observance of any of the terms, provisions and conditions
of this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Issuer shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge. 

      The Issuer will
    deliver to the Trustee, forthwith upon becoming aware of any default in
    the performance or observance of any covenant, agreement or 


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  condition contained in this Indenture, or any Event
  of Default, an Officers’ Certificate specifying with particularity such
  default or Event of Default and further stating what action the Issuer has
taken, is taking or proposes to take with respect thereto. 


     Any notice required to be given under this Section 9.07 shall be delivered to the Trustee at its Corporate Trust Office. 


     Section 9.08. Waiver of Certain Covenants. The Issuer, Group and Holdings may omit in any particular instance to comply with any covenant or
conditions set forth in any covenant provided pursuant to Section 8.01(2) for the benefit of the Holders or in Section 9.04 or Section 9.05 (other than a covenant or condition which under Article 8 cannot be modified or amended without the consent
of the Holder of each Outstanding Security affected), if before the time for such compliance the Holders shall, through the written consent of not less than a majority in principal amount of the Outstanding Securities, either waive such compliance
in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Issuer, Group and Holdings and the duties of the Trustee or any Paying or Conversion Agent in respect of any such covenant or condition shall remain in full force and effect. 


ARTICLE 10 

REDEMPTION
OF SECURITIES
AT THE OPTION
OF THE ISSUER 


     Section 10.01. Right of Redemption at the Option of the Issuer. The Securities may be redeemed at the option of the Issuer in accordance with
the provisions of the form of Securities set forth in Exhibit A and Exhibit B. 


     Section 10.02. Applicability of Article. Redemption of Securities at the election of the Issuer or otherwise, as permitted or required by any
provision of the Securities or this Indenture, shall be made in accordance with such provision and this Article 10. 


     Section 10.03. Election to Redeem; Notice to Trustee. The
election of the Issuer to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Issuer of any of
the Securities, the Issuer shall, at least 45 days prior to the Redemption Date
fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee in writing of such Redemption Date. If the Securities are
to be redeemed pursuant to an election of the Issuer which is subject to a condition
specified in the form of Securities set forth in Exhibit A or Exhibit B, the
Issuer shall furnish the Trustee with an Officers’ Certificate stating
that the Issuer is entitled to effect such redemption and setting forth a statement
of facts showing that the conditions precedent to the right of the Issuer so
to redeem have occurred. 


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     Section 10.04. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee within three Business Days after it receives the notice described in Section 10.03, from the Outstanding Securities not previously called for redemption, by such method as the Trustee may
deem fair and appropriate. 


     If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such
Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as Outstanding for the purpose of such
selection. 


     The Trustee shall promptly notify the Issuer and each Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the
principal amount and certificate numbers thereof to be redeemed. 


     For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 


     Section 10.05. Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 1.06 to the Holders of Securities
to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date, and such notice shall be irrevocable. 


     All notices of redemption shall identify the Securities to be redeemed (including CUSIP, CINS, ISIN and/or Common Code numbers) and shall state: 


  
          (1) the Redemption Date; 

  
          (2) the Redemption Price, and accrued interest, if any; 

        (3) if fewer than all Outstanding Securities are to be redeemed, the aggregate principal amount of Securities to be redeemed; 

       (4) that on the Redemption Date the Redemption Price, and accrued interest, if any, will become due and payable upon each such Security to be redeemed, and that interest thereon shall cease to accrue on and after said date;

       (5) the date on which the right to convert the Securities to be redeemed will terminate and the places where such Securities may be surrendered for conversion; and 




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              (6) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any.
  




     Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, on Issuer Request delivered at least 15 days prior to the date on which such notice is
to be given (unless a shorter period shall be acceptable to the Trustee), by the Trustee in the name of and at the expense of the Issuer. Notice of redemption of Securities to be redeemed at the election of the Issuer received by the Trustee shall
be given by the Trustee to each Paying Agent in the name of and at the expense of the Issuer. 


     Section 10.06. Deposit of Redemption Price. Not less than one Business Day prior to any Redemption Date, the Issuer shall deposit with the
Trustee (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03) an amount of money (which shall be in immediately available funds on such Redemption Date) sufficient to pay the Redemption Price
of all the Securities which are to be redeemed on that date other than any Securities called for redemption on that date which have been converted prior to the date of such deposit. 


     If any Security called for redemption is converted, any money deposited with the Trustee or so segregated and held in trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as provided in Section 3.09) be paid to the Issuer on Issuer Request or, if then held by the Issuer, shall be discharged from such trust. 


     Section 10.07. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon
surrender of any Security for redemption in accordance with said notice such Security shall be paid by the Issuer at the Redemption Price; provided, however, that installments of interest on
Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.09. 

     If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal amount of, premium, if any, and, to the extent permitted by applicable law, accrued interest on such Security shall, until paid, bear interest from the Redemption Date at a rate of 2.00% per annum and such Security shall remain convertible until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for. 

 

 


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         Section 10.08. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at an office or agency of
the Issuer designated for that purpose pursuant to Section 9.02 (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 


     Section 10.09. Conversion Arrangement on Call for Redemption. In connection with any redemption of the Securities, the Issuer may arrange for
the purchase and conversion of any Securities by an agreement with one or more investment bankers or other purchasers (the “Purchasers”) to purchase such Securities by paying to
the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued and unpaid to the Redemption Date, of such Securities. Notwithstanding anything to the
contrary contained in this Article 10, the obligation of the Issuer to pay the Redemption Price, together with interest accrued and unpaid to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by
such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the second Business Day immediately prior to the Redemption Date), any Securities called for redemption that are
not duly surrendered for conversion by the Holders thereof may, at the option of the Issuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers
from such Holders and (notwithstanding anything to the contrary contained in this Article 10) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any
such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Issuer, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same
manner as it would monies deposited with it by the Issuer for the redemption of Securities. Without the Trustee’s prior written consent, no arrangement between the Issuer and such Purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this
Indenture, and the Issuer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the
Issuer and such Purchasers, including the costs and expenses, including reasonable legal fees, incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers,
duties, responsibilities or obligations under this Indenture.


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ARTICLE 11 

CONVERSION
OF SECURITIES 


     Section 11.01. Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of
the Holder thereof, any Security or any portion of the principal amount thereof that is U.S.$1,000 or an integral multiple of U.S.$l,000 may be converted into fully paid and nonassessable Preference Shares at the conversion price of one
Preference Share per U.S.$l,000 principal amount of Securities. Such conversion right shall commence upon the date of the original issuance of the Securities and expire at the close of business on August 14, 2011, subject, in the case of
conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Issuer or the Holder thereof exercises his right to require the Issuer to redeem the Security,
such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date,
as the case may be, unless the Issuer defaults in making the payment due upon redemption, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). 


     A Holder of Securities shall not be entitled to any rights of a holder of Preference Shares until such holder has converted such Security into Preference Shares, and only to the extent that such
Securities are deemed to have been converted into Preference Shares under this Article 11. 


     Section 11.02. Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted
shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of the Issuer maintained for that purpose pursuant to Section 9.02, accompanied by a duly signed conversion notice substantially in the form
set forth in Exhibit D stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in
part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be
accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be)
being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if applicable) which is surrendered for conversion during the period from the close


65 


















 of business on any Record
Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option
Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted
in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any
Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of
termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on an Interest Payment Date shall be paid to the
Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09, no cash payment or adjustment
shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any
dividends on the Preference Shares issued upon conversion. The Issuer’s delivery to the Holder of the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal
amount of the Security. 


     Securities shall be deemed to have been converted on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the Person or Persons entitled to receive the Preference Shares issuable upon conversion shall be treated for all purposes as if such Person or Persons were the record holder or holders of such Preference Shares at such time. 

      In the case of any Security which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Issuer, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S.$1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$l,000 or any integral multiple of U.S.$l,000 in excess thereof. 

 


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      Section 11.03. Issuer to Reserve Preference Shares; Instructions to Trustee. (a) The Issuer shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Preference Shares, for the purpose of effecting the conversion of Securities, the full number of Preference Shares
then issuable upon the conversion of all Outstanding Securities. 


     (b) The Issuer and Holdings shall irrevocably instruct the Trustee to deliver, or cause the delivery of, the requisite number of Ordinary
Shares or ADSs to any Holder issued upon conversion of such Holder’s Securities in accordance with the terms of Section 11.02 and the exchange of such Holder’s resulting Preference Shares for Ordinary Shares or ADSs. Such exchange shall be
effected in accordance with the provisions set forth in Article 9 of the Articles of Association. 


     Section 11.04. Taxes on Conversions. No Holder will in any circumstances be required to pay any U.K. transfer taxes or duties in respect of
the issue of, or delivery of certificates for, Preference Shares on conversion of such Holder’s Securities, the subsequent transfer of such Preference Shares to Holdings or the issue of Ordinary Shares or ADSs in exchange for such Preference
Shares, and the Issuer covenants and agrees to hold each Holder harmless against any U.K. stamp duty or stamp duty reserve tax liability such Holder may be required to pay on conversion of such Holder’s Securities, the subsequent transfer of
such Preference Shares to Holdings or the issue of Ordinary Shares or ADSs in exchange for such Preference Shares, provided, however, that the Issuer shall not be required to pay any tax or
duty which may be payable in respect of any transfer involved in the issue of, or delivery of certificates for, Preference Shares, Ordinary Shares or ADSs in a name other than that of the Holder of the Security or Securities to be converted, and no
such issue or delivery shall be made unless and until the Person requesting such issue or delivery has paid to the Issuer the amount of any such tax or duty, or has established to the satisfaction of the Issuer that no such tax or duty is payable.



     Section 11.05. Covenant as to Preference Shares; Limitations on Issuance. (a) The Issuer agrees that all Preference Shares which may be
allotted and issued upon conversion of Securities, upon such allotment and issue, will be newly allotted and issued shares and will have been duly authorized and validly issued and will be fully paid and nonassessable and, except as
provided in Section 11.04, the Issuer will pay all liens and charges with respect to the issue thereof other than taxes (except as set forth in Section 11.04) . 

      (b) Ordinary Shares to be issued upon conversion of the Securities and exchange of Preference Shares or otherwise under this Indenture, unless they are to be represented by ADSs issued by the Depositary, shall not be issued to: 


        (i) DTC, Euroclear, Clearstream, the Depositary and Clearing Centre or any of their nominees or agents or any other person providing a




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  clearance service within Section 96 of the Finance Act 1986 of the United Kingdom or any of their nominees or agents; or 




        (ii) a person whose business includes issuing depositary receipts within Section 93 of the Finance Act 1986 of the United Kingdom, or any
    nominee or agent of such a person, in each case at any time before the “abolition day” as defined in Section 111(1) of the Finance Act 1990 of the United Kingdom. 




     Section 11.06. Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee or its agent
to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.11. 


      Section 11.07.
No Responsibility of Trustee for Conversion Provisions. Neither
the Trustee, subject to the provisions of Section 6.01, nor any Conversion Agent
shall be accountable with respect to the validity or value (or the kind or amount)
of any Preference Shares which may at any time be issued  or delivered upon
the conversion of any Security; and it or they do not make any representation
with respect thereto. Neither the Trustee, subject to the provisions of Section
6.01, nor any Conversion Agent shall be responsible for any failure of  the
Issuer to make or calculate any cash payment or to issue, transfer or deliver
any Preference Shares or cash upon the surrender of any Security for the purpose
of conversion; and the Trustee, subject to the provisions of Section 6.01, and
any  Conversion Agent shall not be responsible for any failure of the Issuer
to comply with any of the covenants of the Issuer contained in this Article. 


     Section 11.08. Deemed Conversion and Exchange Upon the Liquidation of Holdings. If, while any Securities are outstanding, an effective
resolution is passed or an order of a court is made on or before the Stated Maturity of the Securities for the winding-up of Holdings, then (unless it is for the purpose of or in connection with a reconstruction, amalgamation, reorganization or
similar arrangement on terms that have been previously approved by the Trustee or with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities) Holdings will forthwith give notice to the Holders that such a resolution has been passed or such an order has been made and that the Holder of an outstanding Security shall be entitled (without prejudice to any rights of the Trustee) at any time within three months after the date of
such notice (but not thereafter) to elect by notice in writing to be treated as if such Holder had, immediately before the date of passing of such resolution or the making of such order, as the case may be, exercised such Holder’s right to convert such Holder’s Security and shall be entitled to receive, out of the assets which would otherwise be available in the liquidation to the shareholders of Holdings, an amount equal to the amount which such Holder would have received had such Holder been the holder of the Ordinary Shares which may have been issued on exchange of the Preference Shares issuable on conversion of such Holder’s Security, except that no such election shall be made in respect of any Security on or after the Record


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 Date in respect of the principal due on the Security. Any such notice Holdings gives pursuant to this Section 11.08 shall state the applicable Exchange Ratio. 


ARTICLE 12 

REDEMPTION
OF SECURITIES
AT THE OPTION
OF THE HOLDER  

UPON
A CHANGE IN CONTROL 


     Section 12.01. Right to Require Redemption. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder
shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore
called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, on the date (the “Change of Control Redemption
Date”) that is 44 days after the date of the Company Notice (as defined in Section 12.03) at 101% of the principal amount of the Securities to be redeemed, plus accrued interest to the Change of Control Redemption
Date (the “Change of Control Redemption Price”); provided, however, that installments of interest on Securities whose
Stated Maturity is on or prior to the Change of Control Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the
provisions of Section 3.09. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article 4, unless a Change in Control shall
have occurred prior to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights pursuant to this Section 12.01 and instead may elect to convert such Securities,
or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02. Such Preference Shares shall be exchanged for Ordinary Shares
(or, at the option of the Holder requiring redemption, ADSs) at a special exchange ratio (the “Change of Control Exchange Ratio”) equal to 101% of the principal amount of the
Security divided by the market price per Ordinary Share on the London Stock Exchange valued at 95% of the average of the Ordinary Share VWAP for each of the five Trading Days immediately following the date the Issuer gives notice pursuant to Section 12.03(c) of its intention to elect to convert the Securities in respect of
which a Holder has exercised rights pursuant to this Section 12.01, or any portion thereof, into Preference Shares rather than redeem such Securities, or the relevant portion thereof, for cash. Each such price will be converted into Dollars at the
U.S.$/U.K. (pound) noon buying rate prevailing on such date. 

      Whenever in this Indenture (including Section 3.01, Section 5.01(1) and Section 5.01(8), and Exhibit A and Exhibit B) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Change of Control Redemption Price payable in respect 


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  of such Security to the extent that such Change of Control Redemption Price is, was or would be so payable at such time, and
express mention of the Change of Control Redemption Price in any provision of this Indenture shall not be construed as excluding the Change of Control Redemption Price in those provisions of this Indenture when such express mention is not made;
  provided, however, that for the purposes of Article 12 such reference shall be deemed to include reference to the Change of Control Redemption Price only to the extent the Change of Control
Redemption Price is payable in cash. 


     Section 12.02. Conditions to the Issuer’s Election to Convert Securities Elected for Redemption Into Preference Shares. (a) The Issuer
may elect to convert the Securities in respect of which a Holder has exercised rights pursuant to Section 12.01 into Preference Shares exchangeable for Ordinary Shares or ADSs (as elected by the Holder) at the Change of Control Exchange Ratio if and
only if the following conditions shall have been satisfied: 


        (i) As to each Holder, the Change of Control Redemption Price shall be paid only in cash in the event any Ordinary Shares to be issued upon
    exchange of Preference Shares issued upon conversion hereunder (A) require registration under any U.S. federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act
    upon exchange and if such registration is not completed or does not become effective prior to the Change of Control Redemption Date; and/or (B) require registration with or approval of any governmental authority under any state law or any other U.S.
    federal law before such shares may be validly issued or delivered upon exchange of the Preference Shares and if such registration is not completed or does not become effective or such approval is not obtained prior to the Redemption Date;
    provided, however, that, except as otherwise prohibited by this Section 12.02, notwithstanding the foregoing, the Issuer may elect to convert Securities into Preference Shares exchangeable
    for Ordinary Shares (but not ADSs) if the applicable Holder has certified in the Holder’s written notice in the form of Exhibit E delivered pursuant to Section 12.03(b) that the Company Notice was not delivered to such Holder in the United
    States and, at the time of completion of the Holder’s written notice, such Holder was not in the United States. 

        (ii) The Issuer may not elect to convert Securities into Preference Shares exchangeable for Ordinary Shares or ADSs pursuant to Section 12.01 unless (A) such Ordinary Shares or ADSs are, or shall have been, approved for listing on the London Stock Exchange or NASDAQ, respectively, or listed or quoted on a national securities exchange or quotation system, in either case, prior to the Change of Control Redemption Date and following the Change in Control, the Ordinary Shares or ADSs will continue to be listed for trading on the London Stock Exchange or NASDAQ, respectively, or listed or quoted on a national




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     securities exchange or
    quotation system; and (B) at the Change of Control Redemption Date, the percentage of Holdings’ ordinary share capital represented by Ordinary Shares (including Ordinary Shares held in the form of ADSs) which are not (i) held by Holdings or any
    Subsidiary or Affiliate of Holdings or (ii) otherwise “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act is not less than 50%. 

        (iii) All Ordinary Shares which may be issued upon conversion of the Securities into Preference Shares and exchange of such Preference Shares
  will be issued out of Holdings’ authorized but unissued Ordinary Shares and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. 




     If all of the conditions set forth in this Section 12.02(a) are not satisfied in accordance with the terms thereof, the Issuer may only redeem the relevant Securities for cash. 


     (b) As to each Holder, ADSs will not be issued upon exchange of the Preference Shares issued upon conversion of the Securities unless and until
either (a) the Securities being converted have been transferred pursuant to an effective registration statement under the Securities Act or (b) the Securities being converted are not otherwise “restricted securities” within the meaning of
Rule 144(a) (3) under the Securities Act. 


     Section 12.03. Notices; Method of Exercising Redemption Right, Etc. (a) Unless the Issuer shall have theretofore called for redemption all of
the Outstanding Securities, on or before the 30th day after the occurrence of a Change in Control, the Issuer or, at the request and expense of Holdings on or before the 30th day after such occurrence, the Trustee, shall give to all Holders of
Securities, in the manner provided in Section 1.06, notice (the “Company Notice”) of the occurrence of the Change in Control and of the redemption right set forth herein arising as
a result thereof. Holdings shall also deliver a copy of such Company Notice to the Trustee. 


      Each Company Notice shall state:


       (1) the Change of Control Redemption Date; 
  

       (2) the date by which the right to require redemption must be exercised; 

        (3) a description of the procedure which a Holder must follow to exercise a right to require redemption, to elect to receive Ordinary Shares or ADSs upon exchange of any Preference Shares which may be issued and the place or places where such Securities are to be surrendered for payment of the Change of Control Redemption Price; 
  





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          (4) that on the Change of Control Redemption Date the Change of Control Redemption Price, including accrued interest, if any, will become due
    and payable upon each such Security designated by the Holder to be redeemed, and that interest thereon shall cease to accrue on and after said date; 

        (5) the date on which the right to convert the principal amount of the Securities to be redeemed will terminate and the place or places where
    such Securities may be surrendered for conversion; 

        (6) the place or places that the Notice of Election of Holder To Require Redemption as provided in Exhibit E shall be delivered, and the form
    of such Notice; and 

        (7) the CUSIP, CINS, ISIN and/or Common Code number or numbers of such Securities. 




     No failure of Holdings to give the foregoing notices or defect therein shall limit any Holder’s right to exercise a right to require redemption or affect the validity of the proceedings for the
redemption or conversion of Securities. 


     If any of the foregoing provisions or other provisions of this Article 12 are inconsistent with applicable law, such law shall govern. 


     (b) To exercise a right to require redemption, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company
Notice (i) written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Securities to be redeemed (and, if any Security is to redeemed in part, the serial number
thereof, the portion of the principal amount thereof to be redeemed and the name of the Person in which the portion thereof to remain Outstanding after such redemption is to be registered) and a statement that an election to exercise the right to
require redemption is being made thereby, and, in the event that the Issuer shall elect to convert Securities into Preference Shares rather than redeem the Securities, the Holder’s election to exchange such Preference Shares for Ordinary Shares
or ADSs and the name or names (with addresses) in which the certificate or certificates for Ordinary Shares or ADSs shall be issued; and (ii) the Securities with respect to which the right to require redemption is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the right to require
redemption is being exercised shall continue until the close of business on the Business Day immediately preceding the Change of Control Redemption Date. 

      (c) The Issuer shall give notice to the relevant Holder or Holders of its election to convert all or part of the Securities with respect to which such Holder or Holders has exercised a right to require redemption within two Business Days after the last date on which Holders may deliver notice to the Trustee pursuant to Section 12.03(b) of their election to require redemption. If less than all


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   the Securities in respect of which Holders have exercised rights to require redemption are to be converted into Preference Shares, the particular Securities to be redeemed and the particular Securities to be converted shall be selected by
the Trustee by such method as the Trustee may deem fair and appropriate. 


     (d) In the event a right to require redemption shall be exercised in accordance with the terms hereof, the Issuer shall pay or cause to be paid
to the Trustee the Change of Control Redemption Price with respect to the Securities as to which the right to require redemption has been exercised, in cash for payment to the Holder on the Change of Control Redemption Date, or, if the Issuer has
elected to convert the Securities in accordance with this Section 12, the Issuer shall procure the issue of Ordinary Shares or ADSs to the relevant holder of any Preference Share issued upon such conversion in exchange for any Preference Shares
issued upon such conversion; provided, however, that installments of interest that mature on or prior to the Change of Control Redemption Date shall be payable in cash to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date. 


     (e) If any Security (or portion thereof) surrendered for redemption shall not be so paid on the Change of Control Redemption Date, the
principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Change of Control Redemption Date at the rate of 2.00% per annum, and each Security shall
remain convertible into Preference Shares until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for. 


     (f) Any Security which is to be redeemed only in part shall be surrendered to the Trustee (with, if the Issuer or the Trustee so requires, due
endorsement by, or a written instrument in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and make
available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. 

     (g) Any issue of Ordinary Shares or ADSs in exchange for Preference Shares shall be effected immediately prior to the close of business on the Change of Control Redemption Date and the Person or Persons in whose name or names any certificate or certificates for Ordinary Shares or ADSs shall be issued upon such exchange shall be treated as if such Person or Persons were on the Change of Control Redemption Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for redemption on a date when the stock transfer books of the Issuer shall be closed shall result in the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued being treated as the record holder or holders thereof for all purposes


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 at the opening of business on
the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Ordinary Shares issued upon exchange of any Preference Share declared prior to the Change of Control
Redemption Date. 


     (h) Responsibility for transfer taxes or duties imposed in connection with any conversion of Securities pursuant to Section 12.01 shall be in
accordance with the provisions set forth in Section 11.04. 


     (i) All Securities delivered for redemption or conversion shall be delivered to the Trustee to be canceled at the direction of the Trustee,
which shall dispose of the same as provided in Section 3.11. 


      Section 12.04. Certain Definitions. For purposes of this Article 12, 


     (a) the terms “beneficial owner” and “beneficial ownership” shall be determined in accordance with Rule 13d-3, as in effect
on the date of the original execution of this Indenture, promulgated by the Commission pursuant to the Exchange Act; 


     (b) a “Change in Control” shall be deemed to have occurred at the time, after the original issuance of the Securities, of: 


        (i) the acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction
    or series of transactions, of shares of capital stock of Holdings entitling such person to exercise more than 50% of the total voting power of all shares of capital stock of Holdings entitled to vote generally in the elections of directors, other
    than any such acquisition by Holdings, any Subsidiary of Holdings or any employee benefit plan of Holdings existing on the date of this Indenture; or 

        (ii) an offer is made to all (or as nearly as may be practicable all) holders of Ordinary Shares or all (or as nearly as may be practicable
    all) such holders of Ordinary Shares other than the offeror and/or any Associate of the offeror, to acquire the whole or any part of Holdings’ issued ordinary share capital or if a scheme is proposed with regard to such acquisition, and Holdings becomes aware that the right to cast more than 50% of the votes which may ordinarily be cast at a general meeting of Holdings has or will become unconditionally vested in the offeror and/or its
    Associates; provided, however, that there shall be no Change of Control under this Section 12.04(b)(ii) if the holders of 50% or more of the total voting power of Holdings’ capital stock entitled to vote generally in elections of directors of Holdings prior to the offer or scheme have, directly or indirectly, 50% or more of the total voting power of all shares of capital stock or the offeror or acquiror entitled to vote generally in elections of directors of the offeror or acquiror following the consummation of the acquisition; or 

   




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        (iii) any conveyance, transfer, sale, lease or similar disposition of all or substantially all of Holdings’ assets to another person; and 




     (c) for purposes of Section 12.04(b)(i), the term “person” shall include any syndicate or group which would be deemed to be a
“person” under Section 13(d)(3) of the Exchange Act, as in effect on the date of the original execution of this Indenture. 


ARTICLE 13 

REDEMPTION
OF SECURITIES
AT THE OPTION
OF THE HOLDER ON CERTAIN DATES 


     Section 13.01. Right to Require Redemption on Certain Dates. On each of August 21, 2004, August 21, 2006 and August 21, 2008, (each, a
“Holder Option Redemption Date”) each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02, to require the Issuer to redeem, and
upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$l,000, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the applicable Optional Redemption Date (the “Holder Option Redemption
Price”); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.09. Such right to require the redemption of the
Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article 4, unless the applicable Optional Redemption Date shall have occurred prior to such discharge. 


     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights pursuant to this Section 13.01 and instead may elect to convert such
Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at a special exchange
ratio (the “Holder Option Exchange Ratio”) equal to 100% of the principal amount of the Security divided by the market price per Ordinary Share on the London Stock Exchange valued at 95% of the average of the Ordinary Share VWAP for each of the five Trading Days immediately following the date the Issuer gives notice pursuant to Section 13.03(c) of its intention to elect to convert the Securities in respect of which a Holder has exercised rights pursuant to this Section 13.01, or any portion thereof, into Preference Shares rather than redeem such Securities, or the relevant portion thereof, for cash. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such date. 

 


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      Section 13.02. Conditions to the Issuer’s Election to Convert Securities Elected for Redemption Into Preference Shares. (a) The Issuer
may elect to convert the Securities in respect of which a Holder has exercised rights pursuant to Section 13.01 into Preference Shares exchangeable for Ordinary Shares or ADSs (as elected by the Holder) at the Holder Option Exchange Ratio if and
only if the following conditions shall have been satisfied: 


        (i) As to each Holder, the Holder Option Redemption Price shall be paid only in cash in the event any Ordinary Shares to be issued upon
    exchange of Preference Shares issued upon conversion hereunder (A) require registration under any U.S. federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act
    upon exchange and if such registration is not completed or does not become effective prior to the applicable Holder Option Redemption Date; and/or (B) require registration with or approval of any governmental authority under any state law or any
    other U.S. federal law before such shares may be validly issued or delivered upon exchange of the Preference Shares and if such registration is not completed or does not become effective or such approval is not obtained prior to the applicable
    Holder Option Redemption Date; provided, however, that, except as otherwise prohibited by this Section 13.02, notwithstanding the foregoing, the Issuer may elect to convert Securities into
    Preference Shares exchangeable for Ordinary Shares (but not ADSs) if the applicable Holder has certified in the Holder’s written notice in the form of Exhibit E delivered pursuant to Section 13.03(a) that at the time of completion of the
    Holder’s written notice, such Holder was not in the United States. 

        (ii) The Issuer may not elect to convert Securities into Preference Shares exchangeable for Ordinary Shares or ADSs pursuant to Section 13.01
    unless such Ordinary Shares or ADSs are, or shall have been, approved for listing on the London Stock Exchange or NASDAQ, respectively, or listed or quoted on a national securities exchange or quotation system, in either case, prior to the
    applicable Holder Option Redemption Date and following such applicable Holder
    Option Redemption Date, the Ordinary Shares or ADSs will continue to be listed for trading on the London Stock Exchange or NASDAQ, respectively, or listed or quoted on a national securities exchange or quotation system. 

        (iii) All Ordinary Shares which may be issued upon conversion of the Securities into Preference Shares and exchange of such Preference Shares will be issued out of Holdings’ authorized but unissued Ordinary Shares and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights.




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       If all of the conditions set forth in this Section 13.02(a) are not satisfied in accordance with the terms thereof, the Issuer may only redeem the relevant Securities for cash. 



     (b) As to each Holder, ADSs will not be issued upon exchange of the Preference Shares issued upon conversion of the Securities unless and until
either (a) the Securities being converted have been transferred pursuant to an effective registration statement under the Securities Act or (b) the Securities being converted are not otherwise “restricted securities” within the meaning of
Rule 144(a)(3) under the Securities Act. 


      Section 13.03.
Notices; Method of Exercising Redemption Right, Etc. (a) To
exercise a right to require redemption pursuant to Section 13.01, a Holder shall
deliver to the Trustee not more than 30 nor less than 15 Business Days prior
to the applicable Optional Redemption Date written notice of the  Holder’s
exercise of such right, which notice shall set forth the name of the Holder,
the principal amount of the Securities to be redeemed (and, if any Security
is to redeemed in part, the serial number thereof, the portion of the principal
 amount thereof to be redeemed and the name of the Person in which the portion
thereof to remain Outstanding after such redemption is to be registered) and
a statement that an election to exercise the right to require redemption pursuant
to Section  13.01 is being made thereby, and, in the event that the Issuer elects
in lieu of such redemption to convert the Securities, or a portion thereof,
in respect of which rights to require redemption pursuant to Section 13.01 have
been exercised into  Preference Shares exchangeable into Ordinary Shares or
ADSs at the Holder Option Exchange Ratio, the Holder’s election to receive
either Ordinary Shares or ADSs and the name or names (with addresses) in which
the certificate or certificates for  Ordinary Shares shall be issued. Such written
notice shall be irrevocable, except that the right of the Holder to convert
the Securities with respect to which the right to require redemption is being
exercised shall continue until the close of  business on the Business Day immediately
preceding the applicable Optional Redemption Date. 


     (b) In the event a right to require redemption shall be exercised in accordance with the terms hereof, the Issuer shall pay or cause to be paid
or delivered to the Trustee for payment or delivery to the Holder on the Optional Redemption Date the Holder Option Redemption Price in cash, or, if the Issuer has elected to convert the Securities in accordance with this Section 13, the Issuer shall procure the issue to the relevant holder of any Preference
Shares issued upon such conversion of Ordinary Shares or ADSs in exchange for any Preference Shares issued upon conversion; provided, however, that installments of interest that mature on or prior to the Optional Redemption Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date. 

      (c) The Issuer shall give notice to the relevant Holder or Holders of its election to convert all or part of the Securities with respect to which such Holder


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   or Holders has exercised a right to require redemption on or before the tenth Business Day prior to the applicable Optional Redemption Date. If less than all the Securities in respect of which Holders have exercised rights to
require redemption are to be converted into Preference Shares, the particular Securities to be redeemed and the particular Securities to be converted shall be selected by the Trustee by such method as the Trustee may deem fair and appropriate.



     (d) If any Security (or portion thereof) surrendered for redemption shall not be so paid on the Optional Redemption Date, the principal amount
of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Optional Redemption Date at the rate of 2.00% per annum, and each Security shall remain convertible into
Ordinary Shares or ADSs until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for. 


     (e) Any Security which is to be redeemed only in part shall be surrendered to the Trustee (with, if the Issuer or the Trustee so requires, due
endorsement by, or a written instrument in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and make
available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. 


     (f) Any issue of Ordinary Shares or ADSs in exchange for Preference Shares pursuant to Section 13.01 shall be effected immediately prior to the
close of business on the Optional Redemption Date and the Person or Persons in whose name or names any certificate or certificates for Ordinary Shares or ADSs shall be issued upon such exchange shall be treated as if such Person or Persons were on
the Optional Redemption Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for redemption on a date when the stock transfer books
of the Issuer shall be closed shall result in the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued being treated as the record holder or holders thereof for all purposes at the opening of
business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Ordinary Shares issued upon exchange for any Preference Share declared prior to the Optional Redemption Date. If Ordinary
Shares or ADSs are not issued to Holders by the 14th day after the applicable Optional Redemption Date, such Holder may elect for the Issuer to procure the payment to such Holder of cash in an amount equal to the Holder Option Redemption Price,
together with accrued interest to the payment date. 

      (g) Responsibility for transfer taxes or duties imposed in connection with any conversion of Securities pursuant to Section 13.01 shall be in accordance with the provisions set forth in Section 11.04. 

 


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      (h) All Securities delivered for redemption or conversion shall be delivered to the Trustee to be canceled at the direction of the Trustee,
which shall dispose of the same as provided in Section 3.11. 


ARTICLE 14 

HOLDERS LISTS
AND REPORTS
BY TRUSTEE, ISSUER, GROUP AND HOLDINGS; 

NON-RECOURSE 


     Section 14.01. Issuer to Furnish Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be furnished to the Trustee:



        (a) semi-annually, not more than 15 days after the Regular Record Date, a list, in such form as the Trustee may reasonably require, of the
    names and addresses of the Holders of Securities as of such Regular Record Date; and 

        (b) at such other times as the Trustee may reasonably request in writing, within 30 days after the receipt by the Issuer of any such request, a
    list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 




     Section 14.02. Preservation of Information. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 14.01 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 14.01 upon receipt of a new list so furnished. 


     (b) After this Indenture has been qualified under the Trust Indenture Act, the rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act. 

      (c) Every Holder of Securities, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 

      Section 14.03. No Recourse Against Others. An incorporator or any past, present or future director, officer, employee or shareholder, as such, of the Issuer, Group or Holdings shall not have any liability for any obligations of the Issuer, Group or Holdings under the Securities or this Indenture or for any claim based


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   on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such liability. Such waiver and release shall be part of the consideration for the issue of the Securities. 


     Section 14.04. Reports By Trustee. (a) After this Indenture has been qualified
under the Trust Indenture Act, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant
thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each July 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such July 15, which complies with the
provisions of such Section 313(a). 


     (b) After this Indenture has been qualified under the Trust Indenture Act, a copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the Securities are listed, with the Commission, with the Issuer and with Group and Holdings. The Issuer will promptly notify the Trustee when the Securities are listed on any
stock exchange. 


     Section 14.05. Reports by Issuer, Group and Holdings. After this Indenture has been qualified under the Trust Indenture Act, the Issuer,
Group and Holdings shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. 


     Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Issuer’s, Group’s or Holdings’ compliance with any of their respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

 ARTICLE 15 

THE GUARANTEES 

      Section 15.01. The Group Guarantee. (a) Group hereby irrevocably and unconditionally guarantees to each Holder of the Securities and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of (i) the principal of (and premium, if any) , and interest, if any, on the Securities when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or the


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   Holders, or otherwise, in accordance with the terms of such Securities and of this Indenture and (ii) all other obligations of Issuer hereunder,
including without limitation Section 6.07 (other than, for the avoidance of doubt, the obligations of the Issuer relating to the exchange of Preference Shares for Ordinary Shares or ADSs) . In case of the failure of the Issuer punctually to make any
such payment of principal of (or premium, if any) or interest on the Securities, Group hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration
of acceleration, call for redemption at the option of the Issuer or the Holders, or otherwise, and as if such payment were made by the Issuer. 


     (b) Group hereby irrevocably and unconditionally agrees, for the benefit of each Holder of the Securities and of the Trustee on behalf of each
such Holder: 


        (i) that in the event of failure of the Issuer to perform any of its obligations or to enforce when due any of the rights of the Issuer in
    respect of the exercise of any conversion and exchange rights, the issue of any Preference Shares on any such exercise and the exchange of Preference Shares for Ordinary Shares or ADSs pursuant to the exercise of conversion and exchange rights, in
    each case in accordance with the Articles of Association and as referred to in the terms of the Securities and the Indenture, Group will procure the performance by the Issuer of all such obligations and the enforcement by the Issuer of all such
    rights; and 

        (ii) that, while any Security remains Outstanding, it will not consent to, and will procure that the Issuer will not make, any amendment to
    Article 9 of the Articles of Association which would vary, abrogate or modify the rights attaching to the Preference Shares save with (a) the consent of the Trustee or (b) (1) the written consent of the Holders of not less than a majority in
    principal amount of the Outstanding Securities by the Act of said Holders delivered to the Issuer, Group, Holdings and the Trustee; or (2) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is
    present, by the Holders of a majority in principal amount of the Outstanding Securities represented at such meeting, provided, however, that the consent or affirmative vote of the Holder of each Outstanding Security adversely affected shall be required before any amendment is made to Article 9 of the Articles of Association which is adverse to the Holders of the Securities, and provided further that no consent of the Trustee nor consent or affirmative vote of any Holder of Securities shall be required in relation to any amendment which (i) does not adversely affect the interested Holder of Securities or (ii) is to cure any ambiguity, omission or defect or to correct or supplement any provision of Article 9 of the Articles of Association which may be inconsistent with any other provision of the Articles of Association or which is otherwise defective, or to make any other provisions with respect to matters arising under the Articles o
f Association as the Issuer, Group, Holdings and the Trustee may deem necessary




81 


















       or desirable, in each case which does not adversely affect the interests of the Holders of the Securities. 




     (c) Group hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of such Security or by the Trustee or the Paying Agent
with respect to any provisions thereof or of this Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Group hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with
respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Group Guarantee will not be discharged except by complete performance of all of the obligations of Group contained in this Indenture
and the Securities and in the Group Guarantee. If the Trustee or the Holder of any Security is required by any court or otherwise to return (and does so return) to the Issuer, Group or Holdings, or any custodian, receiver, liquidator, trustee,
sequestrator or other similar official acting in relation to the Issuer, Group or Holdings, any amount paid to the Trustee or such Holder in respect of a Security, this Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Group further agrees, to the fullest extent that it lawfully may do so, that, as between Group, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 5 hereof for the purposes of this Group Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable Bankruptcy Law preventing such acceleration in respect of the obligations
guaranteed hereby. 


     (d) The Group Guarantee constitutes a direct, unconditional and unsecured obligation of Group and will rank at least equally with all other
unsecured and unsubordinated obligations of Group (including unsecured and unsubordinated guarantees by Group of indebtedness of others), subject in the event of insolvency, to laws of general applicability relating to or affecting creditors’ rights. 

      (e) Group shall be subrogated to all rights of the Holders of the Securities against the Issuer in respect of any amounts paid to such Holders by Group pursuant to the provisions of the Group Guarantee; provided, however, that Group shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of and interest, if any, on all Securities issued hereunder shall have been paid in full. 

      Section 15.02. The Holdings Guarantee.  (a) Holdings hereby irrevocably and unconditionally guarantees to each Holder of the Securities and to the Trustee


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   for itself and on behalf of each such Holder, the due and punctual payment of (i) the principal of (and premium, if any) , and interest, if any, on the Securities when and as the same shall become due and payable, whether at the Stated
Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or the Holders, or otherwise, in accordance with the terms of such Securities and of this Indenture and (ii) all other obligations of the Issuer hereunder,
including without limitation Section 6.07 (other than, for the avoidance of doubt, its obligations relating to the exchange of Preference Shares for Ordinary Shares or ADSs) . In case of the failure of the Issuer punctually to make any such payment
of principal of (or premium, if any) or interest on the Securities, Holdings hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of
acceleration, call for redemption at the option of the Issuer or the Holders, or otherwise, and as if such payment were made by the Issuer. 


     (b) Holdings hereby irrevocably and unconditionally agrees, for the benefit of each Holder of the Securities and of the Trustee on behalf of
each such Holder: 


        (i) that in the event of failure of the Issuer to perform any of its obligations or to enforce when due any of the rights of the Issuer in
    respect of the exercise of any conversion and exchange rights, the issue of any Preference Shares on any such exercise and the exchange of Preference Shares for Ordinary Shares or ADSs pursuant to the exercise of conversion and exchange rights, in
    each case in accordance with the Articles of Association of the Issuer and as referred to in the terms of the Securities and the Indenture, Holdings will procure the performance by the Issuer of all such obligations and the enforcement by the Issuer
    of all such rights; 

        (ii) not to alter its obligation pursuant to a tripartite contract between the Issuer, Group and Holdings to issue Ordinary Shares or ADSs to
    holders of Preference Shares in order that the Issuer shall comply with its exchange obligations in respect of the Preference Shares in accordance with the Articles; and 

        (iii) that, while any Security remains Outstanding, it will not consent to, and will procure that the Issuer will not make, any amendment to Article 9 of the Articles of Association which would vary, abrogate or modify the rights attaching to the Preference Shares save with (a) the consent of the Trustee or (b) (1) the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities by the Act of said Holders delivered to the Issuer, Group, Holdings and the Trustee; or (2) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of a majority in principal amount of the Outstanding Securities represented at such meeting, provided, however, that the consent or affirmative vote of




83 


















  
     the Holder of
    each Outstanding Security adversely affected shall be required before any amendment is made to Article 9 of the Articles of Association which is adverse to the Holders of the Securities, and provided further that no consent of the Trustee nor
    consent or affirmative vote of any Holder of Securities shall be required in relation to any amendment which (i) does not adversely affect the interested Holder of Securities or (ii) is to cure any ambiguity, omission or defect or to correct or
    supplement any provision of Article 9 of the Articles of Association which may be inconsistent with any other provision of the Articles of Association or which is otherwise defective, or to make any other provisions with respect to matters arising
    under the Articles of Association as the Issuer, Group, Holdings and the Trustee may deem necessary or desirable, in each case which does not adversely affect the interests of the Holders of the Securities. 




     (c) Holdings hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute
and unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of such Security or by the Trustee or the Paying
Agent with respect to any provisions thereof or of this Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Holdings hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or
notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of all of the obligations of Holdings contained in this
Indenture and the Securities and in the Holdings Guarantee. If the Trustee or the Holder of any Security is required by any court or otherwise to return (and does so return) to the Issuer, Group or Holdings, or any custodian, receiver, liquidator,
trustee, sequestrator or other similar official acting in relation to the Issuer, Group or Holdings, any amount paid to the Trustee or such Holder in respect of a Security, this Holdings Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Holdings further
agrees, to the fullest extent that it lawfully may do so, that, as between Holdings, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5
hereof for the purposes of this Holdings Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable Bankruptcy Law preventing such acceleration in respect of the obligations guaranteed hereby. 

      (d) The Holdings Guarantee constitutes a direct, unconditional and unsecured obligation of Holdings and will rank at least equally with all other unsecured and unsubordinated obligations of Holdings (including unsecured and unsubordinated guarantees by Holdings of indebtedness of others), subject in the


84 


















   event of insolvency, to laws of general applicability relating to or affecting
creditors’ rights. 


     (e) Holdings shall be subrogated to all rights of the Holders of the Securities against the Issuer in respect of any amounts paid to such
Holders by Holdings pursuant to the provisions of the Holdings Guarantee; provided, however, that Holdings shall not be entitled to enforce or to receive any payments arising out of, or
based upon, such right of subrogation until the principal of and interest, if any, on all Securities issued hereunder shall have been paid in full. 


     Section 15.03. Execution and Delivery of the Guarantees. To evidence the Guarantees provided in Section 15.01 and Section 15.02, each of
Group and Holdings hereby agrees to execute its respective Guarantee, in a form established pursuant to Section 2.03, to be endorsed on each Security authenticated and delivered under this Indenture. Each such Guarantee shall be executed on behalf
of the respective Guarantor by any one of its Officers under a facsimile of its corporate seal reproduced thereon and attested by its Company Secretary or one of its Assistant or Deputy Company Secretaries. The signature of any of these officers on
each Guarantee may be manual or facsimile. 


     Any Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of Group or Holdings, as the case may be, shall bind Group or Holdings, respectively,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities.



     The delivery of any Security, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees endorsed thereon on behalf of the Guarantors. Each Guarantor hereby agrees
that its Guarantee set forth in Section 15.01 or Section 15.02, as the case may be, shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. 

ARTICLE 16 

  MEETINGS OF HOLDERS OF THE SECURITIES 

      Section 16.01. Purposes of Meetings. A meeting of the Holders, in each case with respect to Securities held by such Holders, may be called at any time from time to time pursuant to this Article for any of the following purposes: 


        (a) to give any notice to the Issuer, Group, Holdings or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to Article 5 hereof; 




85 














        (b) to remove the Trustee and appoint a successor trustee pursuant to Article 6 hereof; 

        (c) to consent to the execution of an indenture supplemental hereto pursuant to Section 8.02 hereof; or 

        (d) to consent to the waiving of certain covenants under Section 9.08. 




     Section 16.02. Place of Meetings. Meetings of Holders may be held at such place or places as the Trustee or, in case of its failure to act,
the Issuer, Group, Holdings or the Holders calling the meeting, shall from time to time determine. 


     Section 16.03. Call and Notice of Meetings. (a) The Trustee may at any time (upon not less than 21 days’ notice) call a meeting of
Holders to be held at such time and at such place in the location determined by the Trustee pursuant to Section 16.02 hereof. Notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed to each Holder and published in the manner contemplated by Section 1.06 hereof. 


     (b) In case at any time the Issuer, Group or Holdings pursuant to a Board Resolution, or the Holders of at least one-tenth in aggregate
principal amount of the Securities then outstanding, shall have requested the Trustee to call a meeting of the Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not
have made the first giving of the notice of such meeting within 20 days after receipt of such request, then the Issuer, Group, Holdings or the Holders of the amount above specified may determine the time (not less than 21 days after notice is given)
and the place in the location determined by the Issuer, Group, Holdings or the Holders pursuant to Section 16.02 hereof for such meeting and may call such meeting to take any action authorized in Section 16.01 hereof by giving notice thereof as
provided in Section 16.03(a) hereof. 

     Section 16.04. Voting at Meetings. To be entitled to vote at any meeting of Holders, a Person shall be (i) a Holder or (ii) a Person appointed by an instrument in writing as proxy for a Holder or Holders by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons so entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Issuer and its counsel, any representatives of Group and its counsel and any representatives of Holdings and its counsel. 

      Section 16.05. Voting Rights, Conduct and Adjournment. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders in regard to proof of the holding of Securities and of the appointment of proxies


86 


















   and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Article 3 hereof and the appointment of any proxy shall be proved in such manner as is deemed appropriate by the Trustee or by having the signature of the person executing the proxy witnessed
or guaranteed by any bank, banker or trust company customarily authorized to certify to the holding of a security such as a global security. A proxy need not be a Holder. 


     (b) At any meeting of Holders, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient under the
appropriate provision of this Indenture to take action upon the business for the transaction of which such meeting was called, and in any event constituting not less than one-third of the aggregate principal amount of the Securities then
outstanding, shall constitute a quorum. Any meetings of Holders duly called pursuant to Section 16.03 hereof may be adjourned from time to time by vote of the Holders (or proxies for the Holders) of a majority of the Securities represented at the
meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice. No action at a meeting of Holders shall be effective unless approved by Persons holding or representing
Securities in the aggregate principal amount required by the provision of this Indenture pursuant to which such action is being taken. 


     (c) At any meeting of Holders, each Holder or proxy shall be entitled to one vote for each $1,000 principal amount of outstanding
Securities held or represented. 


     (d) In determining whether the Holders of the requisite principal amount of the Securities have given or taken any direction, notice, consent,
waiver or other action under this Indenture as of any date, only the principal amount (determined as above) of Securities that are to be deemed Outstanding under this Indenture can be considered. 

*       *       * 

      This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

 


87 


















     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. 

	 	
    SHIRE FINANCE LIMITED
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:
	 	 	 


	 	 	 


	 	
SHIRE PHARMACEUTICALS GROUP 
	 	 	
 PLC
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  
	 	 	 


	 	 	 


	 	
SHIRE PLC 
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  
	 	 	 


	 	 	 


	 	
THE BANK OF NEW YORK, 
	 	 	 Trustee
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  





















EXHIBIT A-1 


FORM OF RULE 144A GLOBAL SECURITY 


[Insert Applicable Legend] 


SHIRE FINANCE LIMITED 


2% SENIOR GUARANTEED CONVERTIBLE NOTE 

DUE AUGUST 21, 2011 

 

	No. [•]	U.S.$[•]



CUSIP No. 82481UAA7 


     Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands (herein called the “Issuer”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of [0] United States Dollars
(U.S.$[•]) (which principal amount may from time to time be increased or decreased to such other principal amounts (which, taken together with the principal amounts of all other
Outstanding Securities, shall not exceed U.S.$400 million in the aggregate at any time) by adjustments endorsed by the Trustee as defined below) on August 21, 2011 and to pay interest thereon, from August 21, 2001, or from the most recent
Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on February 21 and August 21 in each year (each, an “Interest Payment Date”), commencing February 21, 2002, at the rate of 2% per annum, until the principal hereof is due, and at the rate of 2% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue
interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be the 6th day of February or the 6th day of August (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except
as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on the relevant Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer, notice whereof shall be given to Holders of Definitive Securities
not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Payments of principal 


A-1-1 


















shall be made upon the surrender of this Security at the option of the Holder at the Corporate Trust Office of the Trustee, or at such other office or agency (in each case, located outside the United Kingdom) of the Issuer as may
be designated by it for such purpose in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, or at such other offices or agencies (in each case, located
outside the United Kingdom) as the Issuer may designate, by wire transfer to a Dollar account maintained by the payee with a bank. Payment of interest on this Security will be made by wire transfer to a Dollar account maintained by the payee with a
bank. 


     Except as specifically provided herein and in the Indenture, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority thereof or therein. 


     All terms used in this Security which are not otherwise defined herein shall have the meanings assigned to them in the Indenture. 


     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective
authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


     IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed. 

	 	
    SHIRE FINANCE LIMITED
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  





A-1-2 


















[FORM OF REVERSE OF SECURITY] 


     This Security is one of a duly authorized issue of securities of the Issuer designated as its “2% Senior Guaranteed Convertible Notes due August 21, 2011” (herein called the
“Securities”), limited in aggregate principal amount to U.S.$400 million, issued and to be issued under an Indenture, dated as of August 21, 2001 (herein called the
“Indenture”), among the Issuer, Shire Pharmaceuticals Group plc, as guarantor (“Group”), Shire plc, as
guarantor (“Holdings”)
and Bank of New York, as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee, and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. 


      No sinking fund is provided for the Securities. 


     In the event of a redemption of the Securities, the Issuer will not be required (a) to register the transfer or exchange of Securities for a period of 15 days immediately preceding the date notice is
given identifying the serial numbers of the Securities called for such redemption; or (b) to register the transfer or exchange of any Security, or portion thereof, called for redemption. 


     Notice to the Holders will be given not less than 30 nor more than 60 days prior to the applicable Redemption Date as provided in the Indenture. 


     In any case where the due date for the payment of the principal of, premium, if any, or interest on any Security or the last day on which a Holder of a Security has a right to convert his Security
shall be, at any Place of Payment or Place of Conversion, as the case may be, a day on which banking institutions at such Place of Payment or Place of Conversion are authorized or obligated by law or executive order to close, then payment of
principal, premium, if any, or interest, or delivery for conversion of such Security need not be made on or by such date at such place but may be made on or by the next succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same force and effect as if made on the date for such payment or the date fixed for redemption or repurchase, or by such last day for conversion, and no interest shall accrue
on the amount so payable for the period from and after such due date. 


     The Securities are subject to redemption at the option of the Issuer at any time on or after August 21, 2004, in whole or in part, upon not less than 30 nor more than 60 days’ notice to the
Holders prior to the Redemption Date, at a redemption price equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer may only exercise this option during this period if the
average of the closing bid and offer quotations per ordinary share published in the London Stock Exchange 


A-1-3 


















(“LSE”) Daily Official List for twenty of the thirty consecutive dealing days ending within 14 days of giving notice of the redemption is at least 130% of the
exchange price in effect on that dealing day. The exchange price is equal to $1,000 divided by the then applicable Exchange Ratio. 


     Subject to and upon compliance with the provisions of Article Eleven of the Indenture, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is
U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted into fully paid and nonassessable Preference Shares at the conversion price of one Preference Share per U.S.$1,000 principal amount of Securities. Such conversion right
shall commence upon the original issuance of the Securities and expire at the close of business on August 14, 2011, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is
called for redemption at the election of the Issuer or the Holder thereof exercises his right to require the Issuer to redeem the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of
business on the Business Day immediately preceding the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be, unless the Issuer defaults in making the payment due upon redemption, as the case may be
(in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). 


     A Holder of Securities shall not be entitled to any rights of a holder of Preference Shares until such holder has converted such Security into Preference Shares, and only to the extent that such
Securities are deemed to have been converted into Preference Shares under Article Eleven of the Indenture. 


     In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of
the Issuer maintained for that purpose pursuant to Section 9.02 of the Indenture, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D of the Indenture stating that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be
accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be)
being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if 


A-1-4 


















applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security
has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular
Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as
of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is
not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for
conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record
Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of
conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09 of the Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date
next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued upon conversion. The issue by the Issuer to the Holder of
the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security. 


     Securities shall be deemed to have been converted on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the Person or Persons entitled to receive the Preference Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Preference Shares at such time.



     In the case of any Security which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at
the expense of the Issuer, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the
principal amount of such Security to be converted is any integral multiple of U.S.$l,000 and the principal 


A-1-5 


















amount of such security to remain Outstanding after such conversion is equal to U.S.$l,000 or any integral multiple of U.S.$l,000 in excess thereof. 


     In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02 of the Indenture, to require the
Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater
integral multiple of U.S.$l,000, on the Change of Control Redemption Date at the Change of Control Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right
to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior
to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of
$1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder
requiring redemption, ADSs) at the Change of Control Exchange Ratio. 


     On each Optional Redemption Date each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02 of the Indenture, to require the Issuer to redeem, and
upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$l,000, at the Holder Option Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after
a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless the applicable Optional Redemption Date shall have occurred prior to such discharge. 


     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion
thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02 of the Indenture. Such Preference Shares 


A-1-6 


















shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate
prevailing on such date. 


     In the event of a redemption, cancellation or conversion of this Security in part only, the Notes evidenced by this Security shall be reduced by the principal amount so redeemed, cancelled or
converted. Thereafter, the Notes represented by this Security shall be the principal amount of Notes most recently entered by or on behalf of the Issuer in the relevant column in Schedule A attached hereto. 


     If an Event of Default (other than that specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture) shall occur and be continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture, and upon any
such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture occurs, the
principal of, and accrued interest on, all of the Securities shall ipso facto become immediately due and payable without any declaration or other Act of the Holder or any act on the part of the Trustee. 


     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer, Group and Holdings and the rights of the
Holders of the Securities under the Indenture at any time by the Issuer, Group, Holdings and the Trustee with the written consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Issuer, Group and Holdings with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security or such other Security. 


     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and 


A-1-7 


















offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof, premium, if any, or interest hereon on or after the respective due
dates expressed herein or for the enforcement of the right to convert this Security as provided in the Indenture. 


     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. 


     Interest payable in respect of any period which is not a full interest period will be calculated on the basis of a 360-day year of twelve 30-day months and, in the case of an incomplete month, the
number of days elapsed. 


     In accordance with the provisions of Article Fifteen of the Indenture, the obligations of the Issuer under the Indenture and the Securities have been unconditionally and irrevocably guaranteed by
Shire Pharmaceuticals Group plc and Shire plc. 


     An incorporator or any past, present or future director, officer, employee or shareholder, as such, of the Issuer, Group or Holdings shall not have any liability for any obligations of the Issuer,
Group or Holdings under this Security or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting this Security, each Holder shall waive and release all such liability. Such waiver and
release is part of the consideration for the issue of this Security. 


     The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to the conflicts of laws principles
thereof. 


     All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 


A-1-8 


















SCHEDULE A 


SCHEDULE OF PRINCIPAL AMOUNT 


     The initial principal amount of this Security shall be U.S.$•. The following decreases/increases in the principal amount of this
Security have been made: 

	 

		 

		 

		
Total Principal		
Notation Made
	
Date of Decrease/		
Decrease in		
Increase in		
Amount Following		
by or on
	
Increase		
Principal Amount		
Principal Amount		
such Decrease/Increase		
Behalf of Trustee
	

	
	

	
	

	
	

	
	


	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    






A-1-9 


















EXHIBIT A-2 


FORM OF REGULATION S GLOBAL SECURITY 


[Insert Applicable Legend] 


SHIRE FINANCE LIMITED 


2% SENIOR GUARANTEED CONVERTIBLE NOTE

DUE AUGUST 21, 2011 

	
No. [•]	
U.S.$[•]




ISIN No. XS0133425552 

Common Code No. 013342555 


     Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands (herein called the “Issuer”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay [name of common depositary] or registered assigns the principal sum of [•] United States Dollars (U.S.$[•]) (which principal amount may from time to time be increased or decreased to such other principal
amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed U.S.$400 million in the aggregate at any time) by adjustments endorsed by the Trustee as defined below) on August 21, 2011 and to pay
interest thereon, from August 21, 2001, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on February 21 and August 21 in each year (each, an
“Interest Payment Date”), commencing February 21, 2002, at the rate of 2% per annum, until the principal hereof is due, and at the rate of 2% per annum on any overdue principal and
premium, if any, and, to the extent permitted by law, on any overdue interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the 6th day of February or the 6th day of August (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on the relevant Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer,
notice whereof shall be given to Holders of Definitive Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities may be listed, and upon such notice as may be required by 


A-2-1 


















such exchange, all as more fully provided in the Indenture. Payments of principal shall be made upon the surrender of this Security at the option of the Holder at the Corporate Trust Office of the Trustee, or at such other office
or agency (in each case, located outside the United Kingdom) of the Issuer as may be designated by it for such purpose in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public
and private debts, or at such other offices or agencies (in each case, located outside the United Kingdom) as the Issuer may designate, by wire transfer to a Dollar account maintained by the payee with a bank. Payment of interest on this Security
will be made by wire transfer to a Dollar account maintained by the payee with a bank. 


     Except as specifically provided herein and in the Indenture, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority thereof or therein. 


     All terms used in this Security which are not otherwise defined herein shall have the meanings assigned to them in the Indenture. 


     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective
authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


     IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed. 

	 	
    SHIRE FINANCE LIMITED
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  





A-2-2 


















[FORM OF REVERSE OF SECURITY] 


     This Security is one
of a duly authorized issue of securities of the Issuer designated as its “2%
Senior Guaranteed Convertible Notes due August 21, 2011” (herein called
the
“Securities”),
limited in aggregate principal amount to U.S.$400 million, issued and to
be issued under an Indenture, dated as of August 21, 2001 (herein called the
“Indenture”),
among the Issuer, Shire Pharmaceuticals Group plc, as guarantor (“Group”),
Shire plc, as  guarantor (“Holdings”)
and Bank of New York, as Trustee (herein called the “Trustee”,
which term  includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer,  the Trustee, and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. 


      No sinking fund is provided for the Securities. 


     In the event of a redemption of the Securities, the Issuer will not be required (a) to register the transfer or exchange of Securities for a period of 15 days immediately preceding the date notice is
given identifying the serial numbers of the Securities called for such redemption; or (b) to register the transfer or exchange of any Security, or portion thereof, called for redemption. 


     Notice to the Holders will be given not less than 30 nor more than 60 days prior to the applicable Redemption Date as provided in the Indenture. 


     In any case where the due date for the payment of the principal of, premium, if any, or interest on any Security or the last day on which a Holder of a Security has a right to convert his Security
shall be, at any Place of Payment or Place of Conversion, as the case may be, a day on which banking institutions at such Place of Payment or Place of Conversion are authorized or obligated by law or executive order to close, then payment of
principal, premium, if any, or interest, or delivery for conversion of such Security need not be made on or by such date at such place but may be made on or by the next succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same force and effect as if made on the date for such payment or the date fixed for redemption or repurchase, or by such last day for conversion, and no interest shall accrue
on the amount so payable for the period from and after such due date. 


     The Securities are subject to redemption at the option of the Issuer at any time on or after August 21, 2004, in whole or in part, upon not less than 30 nor more than 60 days’ notice to the
Holders prior to the Redemption Date, at a redemption price equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer may only exercise this option during this period if the
average of the closing bid and offer quotations per ordinary share published in the London Stock Exchange 


A-2-3 


















(“LSE”) Daily Official List for twenty of the thirty consecutive dealing days ending within 14 days of giving notice of the redemption is at least 130% of the
exchange price in effect on that dealing day. The exchange price is equal to $1,000 divided by the then applicable Exchange Ratio. 


     Subject to and upon compliance with the provisions of Article Eleven of the Indenture, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is
U.S.$l,000 or an integral multiple of U.S.$1,000 may be converted into fully paid and nonassessable Preference Shares at the conversion price of one Preference Share per U.S.$1,000 principal amount of Securities. Such conversion right
shall commence upon the original issuance of the Securities and expire at the close of business on August 14, 2011, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is
called for redemption at the election of the Issuer or the Holder thereof exercises his right to require the Issuer to redeem the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of
business on the Business Day immediately preceding the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be, unless the Issuer defaults in making the payment due upon redemption, as the case may be
(in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). 


     A Holder of Securities shall not be entitled to any rights of a holder of Preference Shares until such holder has converted such Security into Preference Shares, and only to the extent that such
Securities are deemed to have been converted into Preference Shares under Article Eleven of the Indenture. 


     In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of
the Issuer maintained for that purpose pursuant to Section 9.02 of the Indenture, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D of the Indenture stating that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be
accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be)
being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if 


A-2-4 


















applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security
has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular
Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as
of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is
not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for
conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record
Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of
conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09 of the Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date
next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued upon conversion. The issue by the Issuer to the Holder of
the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security. 


     Securities shall be deemed to have been converted on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the Person or Persons entitled to receive the Preference Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Preference Shares at such time.



     In the case of any Security which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at
the expense of the Issuer, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the
principal amount of such Security to be converted is any integral multiple of U.S.$l,000 and the principal 


A-2-5 


















amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple of U.S.$l,000 in excess thereof. 


     In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02 of the Indenture, to require the
Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater
integral multiple of U.S.$1,000, on the Change of Control Redemption Date at the Change of Control Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right
to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior
to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of
$1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder
requiring redemption, ADSs) at the Change of Control Exchange Ratio. 


     On each Optional Redemption Date each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02 of the Indenture, to require the Issuer to redeem, and
upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$l,000, at the Holder Option Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after
a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless the applicable Optional Redemption Date shall have occurred prior to such discharge. 


     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion
thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02 of the Indenture. Such Preference Shares 


A-2-6 


















shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate
prevailing on such date. 


     In the event of a redemption, cancellation or conversion of this Security in part only, the Notes evidenced by this Security shall be reduced by the principal amount so redeemed, cancelled or
converted. Thereafter, the Notes represented by this Security shall be the principal amount of Notes most recently entered by or on behalf of the Issuer in the relevant column in Schedule A attached hereto. 


     If an Event of Default (other than that specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture) shall occur and be continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture, and upon any
such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture occurs, the
principal of, and accrued interest on, all of the Securities shall ipso facto become immediately due and payable without any declaration or other Act of the Holder or any act on the part of the Trustee. 


     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer, Group and Holdings and the rights of the
Holders of the Securities under the Indenture at any time by the Issuer, Group, Holdings and the Trustee with the written consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Issuer, Group and Holdings with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security or such other Security. 


     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and 


A-2-7 


















offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof, premium, if any, or interest hereon on or after the respective due
dates expressed herein or for the enforcement of the right to convert this Security as provided in the Indenture. 


     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation the Issuer, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. 


     Interest payable in respect of any period which is not a full interest period will be calculated on the basis of a 360-day year of twelve 30-day months and, in the case of an incomplete month, the
number of days elapsed. 


     In accordance with the provisions of Article Fifteen of the Indenture, the obligations of the Issuer under the Indenture and the Securities have been unconditionally and irrevocably guaranteed by
Shire Pharmaceuticals Group plc and Shire plc. 


     An incorporator or any past, present or future director, officer, employee or shareholder, as such, of the Issuer, Group or Holdings shall not have any liability for any obligations of the Issuer,
Group or Holdings under this Security or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting this Security, each Holder shall waive and release all such liability. Such waiver and
release is part of the consideration for the issue of this Security. 


     The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to the conflicts of laws principles
thereof. 


     All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

 


A-2-8 


















SCHEDULE A 


SCHEDULE OF PRINCIPAL AMOUNT 


     The initial principal amount of this Security shall be U.S.$•. The following decreases/increases in the principal amount of this
Security have been made: 

	 

		 

		 

		
Total Principal		
Notation Made
	
Date of Decrease/		
Decrease in		
Increase in		
Amount Following		
by or on
	
Increase		
Principal Amount		
Principal Amount		
such Decrease/Increase		
Behalf of Trustee
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    






A-2-9 


















EXHIBIT A-3 


FORM OF UNRESTRICTED GLOBAL SECURITY 


SHIRE FINANCE LIMITED 


2% SENIOR GUARANTEED CONVERTIBLE NOTE 

DUE AUGUST 21, 2011 

	
No. [•]	
U.S.$[•]
	 	 
	
CUSIP No. [•]	 





     Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands (herein called the “Issuer”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of [•] United States Dollars (U.S.$[•]) (which principal amount may from time to time be increased or decreased to such other principal
amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed U.S.$400 million in the aggregate at any time) by adjustments endorsed by the Trustee as defined below) on August 21, 2011 and to pay
interest thereon, from August 21, 2001, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on February 21 and August 21 in each year (each, an
“Interest Payment Date”), commencing February 21, 2002, at the rate of 2% per annum, until the principal hereof is due, and at the rate of 2% per annum on any overdue principal and
premium, if any, and, to the extent permitted by law, on any overdue interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the 6th day of February or the 6th day of August (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on the relevant Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer,
notice whereof shall be given to Holders of Definitive Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payments of principal shall be made upon the surrender of this Security at the option of the Holder at the Corporate
Trust Office of the Trustee, or at such other office or agency (in each 


A-3-1 


















case, located outside the United Kingdom) of the Issuer as may be designated by it for such purpose in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public
and private debts, or at such other offices or agencies (in each case, located outside the United Kingdom) as the Issuer may designate, by wire transfer to a Dollar account maintained by the payee with a bank. Payment of interest on this Security
will be made by wire transfer to a Dollar account maintained by the payee with a bank. 


     Except as specifically provided herein and in the Indenture, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority thereof or therein. 


     All terms used in this Security which are not otherwise defined herein shall have the meanings assigned to them in the Indenture. 


     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective
authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


     IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed. 

	 	
    SHIRE FINANCE LIMITED
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  





A-3-2 


















[FORM OF REVERSE OF SECURITY] 


     This Security is one
of a duly authorized issue of securities of the Issuer designated as its “2%
Senior Guaranteed Convertible Notes due August 21, 2011” (herein called
the
“Securities”),
limited in aggregate principal amount to U.S.$400 million, issued and to
be issued under an Indenture, dated as of August 21, 2001 (herein called the
“Indenture”),
among the Issuer, Shire Pharmaceuticals Group plc, as guarantor (“Group”),
Shire plc, as  guarantor (“Holdings”)
and Bank of New York, as Trustee (herein called the “Trustee”,
which term  includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer,  the Trustee, and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. 


      No sinking fund is provided for the Securities. 


     In the event of a redemption of the Securities, the Issuer will not be required (a) to register the transfer or exchange of Securities for a period of 15 days immediately preceding the date notice is
given identifying the serial numbers of the Securities called for such redemption; or (b) to register the transfer or exchange of any Security, or portion thereof, called for redemption. 


     Notice to the Holders will be given not less than 30 nor more than 60 days prior to the applicable Redemption Date as provided in the Indenture. 


     In any case where the due date for the payment of the principal of, premium, if any, or interest on any Security or the last day on which a Holder of a Security has a right to convert his Security
shall be, at any Place of Payment or Place of Conversion, as the case may be, a day on which banking institutions at such Place of Payment or Place of Conversion are authorized or obligated by law or executive order to close, then payment of
principal, premium, if any, or interest, or delivery for conversion of such Security need not be made on or by such date at such place but may be made on or by the next succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same force and effect as if made on the date for such payment or the date fixed for redemption or repurchase, or by such last day for conversion, and no interest shall accrue
on the amount so payable for the period from and after such due date. 


     The Securities are subject to redemption at the option of the Issuer at any time on or after August 21, 2004, in whole or in part, upon not less than 30 nor more than 60 days’ notice to the
Holders prior to the Redemption Date, at a redemption price equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer may only exercise this option during this period if the
average of the closing bid and offer quotations per ordinary share published in the London Stock Exchange 


A-3-3 


















(“LSE”) Daily Official List for twenty of the thirty consecutive dealing days ending within 14 days of giving notice of the redemption is at least 130% of the
exchange price in effect on that dealing day. The exchange price is equal to $1,000 divided by the then applicable Exchange Ratio. 


     Subject to and upon compliance with the provisions of Article Eleven of the Indenture, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is
U.S.$l,000 or an integral multiple of U.S.$l,000 may be converted into fully paid and nonassessable Preference Shares at the conversion price of one Preference Share per U.S.$l,000 principal amount of Securities. Such conversion right
shall commence upon the original issuance of the Securities and expire at the close of business on August 14, 2011, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is
called for redemption at the election of the Issuer or the Holder thereof exercises his right to require the Issuer to redeem the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of
business on the Business Day immediately preceding the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be, unless the Issuer defaults in making the payment due upon redemption, as the case may be
(in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). 


     A Holder of Securities shall not be entitled to any rights of a holder of Preference Shares until such holder has converted such Security into Preference Shares, and only to the extent that such
Securities are deemed to have been converted into Preference Shares under Article Eleven of the Indenture. 


     In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of
the Issuer maintained for that purpose pursuant to Section 9.02 of the Indenture, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D of the Indenture stating that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be
accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be)
being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if 


A-3-4 


















applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security
has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular
Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as
of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is
not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for
conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record
Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of
conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09 of the Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date
next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued upon conversion. The issue by the Issuer to the Holder of
the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security. 


     Securities shall be deemed to have been converted on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the Person or Persons entitled to receive the Preference Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Preference Shares at such time.



     In the case of any Security which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at
the expense of the Issuer, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the
principal amount of such Security to be converted is any integral multiple of U.S.$l,000 and the principal 


A-3-5 


















amount of such security to remain Outstanding after such conversion is equal to U.S.$l,000 or any integral multiple of U.S.$l,000 in excess thereof. 


     In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02 of the Indenture, to require the
Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater
integral multiple of U.S.$l,000, on the Change of Control Redemption Date at the Change of Control Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right
to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior
to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of
$1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder
requiring redemption, ADSs) at the Change of Control Exchange Ratio. 


     On each Optional Redemption Date each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02 of the Indenture, to require the Issuer to redeem, and
upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$l,000, at the Holder Option Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after
a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless the applicable Optional Redemption Date shall have occurred prior to such discharge. 


     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion
thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02 of the Indenture. Such Preference Shares 


A-3-6 


















shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate
prevailing on such date. 


     In the event of a redemption, cancellation or conversion of this Security in part only, the Notes evidenced by this Security shall be reduced by the principal amount so redeemed, cancelled or
converted. Thereafter, the Notes represented by this Security shall be the principal amount of Notes most recently entered by or on behalf of the Issuer in the relevant column in Schedule A attached hereto. 


     If an Event of Default (other than that specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture) shall occur and be continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture, and upon any
such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture occurs, the
principal of, and accrued interest on, all of the Securities shall ipso facto become immediately due and payable without any declaration or other Act of the Holder or any act on the part of
the Trustee. 


     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer, Group and Holdings and the rights of the
Holders of the Securities under the Indenture at any time by the Issuer, Group, Holdings and the Trustee with the written consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Issuer, Group and Holdings with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security or such other Security. 


     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and 


A-3-7 


















offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof, premium, if any, or interest hereon on or after the respective due
dates expressed herein or for the enforcement of the right to convert this Security as provided in the Indenture. 


     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. 


     Interest payable in respect of any period which is not a full interest period will be calculated on the basis of a 360-day year of twelve 30-day months and, in the case of an incomplete month, the
number of days elapsed. 


     In accordance with the provisions of Article Fifteen of the Indenture, the obligations of the Issuer under the Indenture and the Securities have been unconditionally and irrevocably guaranteed by
Shire Pharmaceuticals Group plc and Shire plc. 


     An incorporator or any past, present or future director, officer, employee or shareholder, as such, of the Issuer, Group or Holdings shall not have any liability for any obligations of the Issuer,
Group or Holdings under this Security or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting this Security, each Holder shall waive and release all such liability. Such waiver and
release is part of the consideration for the issue of this Security. 


     The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to the conflicts of laws principles
thereof. 


     All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 


A-3-8 


















SCHEDULE A 


SCHEDULE OF PRINCIPAL AMOUNT 


     The initial principal amount of this Security shall be U.S.$ . The following decreases/increases in the principal amount of this Security have been made: 

	 

		 

		 

		
Total Principal		
Notation Made
	
Date of Decrease/		
Decrease in		
Increase in		
Amount Following		
by or on
	
Increase		
Principal Amount		
Principal Amount		
such Decrease/Increase		
Behalf of Trustee
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    

	 		 		 		 		 
	
    
	 	
    
	 	
    
	 	
    
	 	
    






A-3-9 


















EXHIBIT B 


FORM OF DEFINITIVE SECURITY 


[Insert Applicable Legend] 


SHIRE FINANCE LIMITED 


2% SENIOR GUARANTEED CONVERTIBLE NOTE 

DUE AUGUST 21, 2011 

	
No. [•]	
U.S.$[•]
	 

	 
	
[ISIN No. [•]]	 


	
[CUSIP No. [•]]	 


	
[Common Code [•]]	 







     Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands (herein called the “Issuer
”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to [•] or registered
assigns, the principal sum of [•] United States Dollars (U.S.$ [•]) on August 21, 2011 and to pay interest thereon,
from August 21, 2001, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on February 21 and August 21 in each year (each, an “Interest Payment Date”), commencing February 21, 2002, at the rate of 2% per annum, until the principal hereof is due, and at the rate of 2% per annum on any overdue principal and premium, if any, and,
to the extent permitted by law, on any overdue interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the 6th day of February or the 6th day of August (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on the relevant Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer, notice whereof shall be
given to Holders of Definitive Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payments of principal shall be made upon the surrender of this Security at the option of the Holder at the Corporate Trust Office of the
Trustee, or at such other office or agency (in each case, located outside the United 


B-1 


















Kingdom) of the Issuer as may be designated by it for such purpose in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, or at such
other offices or agencies (in each case, located outside the United Kingdom) as the Issuer may designate, by Dollar check drawn on, or wire transfer to, a Dollar account (such a wire transfer to be made only to a Holder of an aggregate principal
amount of Definitive Securities in excess of U.S.$2,000,000, and only if such Holder shall have furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date) maintained by the payee with a bank.
Payment of interest on this Security may be made by Dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or, upon written application by the Holder to the Security Registrar setting
forth wire instructions not later than the relevant Record Date, by wire transfer to a Dollar account (such a wire transfer to be made only to a Holder of an aggregate principal amount of Definitive Securities in excess of U.S.$2,000,000 and
only if such Holder shall have furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date) maintained by the payee with a bank. 


     Except as specifically provided herein and in the Indenture, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority thereof or therein. 


     All terms used in this Security which are not otherwise herein defined shall have the meanings assigned to them in the Indenture. 


     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective
authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


B-2 


















     IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed. 

	 	
    SHIRE FINANCE LIMITED
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  




	
Attest:
	 
	



	
Name:
	
Title:





B-3 


















[FORM OF REVERSE OF SECURITY] 


     This Security is one
of a duly authorized issue of securities of the Issuer designated as its “2%
Senior Guaranteed Convertible Notes due August 21, 2011” (herein called
the
“Securities”),
limited in aggregate principal amount to U.S.$400 million, issued and to
be issued under an Indenture, dated as of August 21, 2001 (herein called the
“Indenture”),
among the Issuer, Shire Pharmaceuticals Group plc, as guarantor (“Group”),
Shire plc, as  guarantor (“Holdings”)
and Bank of New York, as Trustee (herein called the “Trustee”,
which term  includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer,  the Trustee, and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture and subject to certain limitations therein set forth,
Definitive Securities are  exchangeable for a like aggregate principal amount
of Definitive Securities of any authorized denominations as requested by the
Holder surrendering the Definitive Security or Definitive Securities to be exchanged,
at the Corporate Trust Office of  the Trustee. The Trustee upon such surrender
by the Holder will issue the new Definitive Securities in the requested denominations. 


      No sinking fund is provided for the Securities. 


     In the event of a redemption of the Securities, the Issuer will not be required (a) to register the transfer or exchange of Securities for a period of 15 days immediately preceding the date notice is
given identifying the serial numbers of the Securities called for such redemption; or (b) to register the transfer or exchange of any Security, or portion thereof, called for redemption. 


     Notice to the Holders will be given not less than 30 nor more than 60 days prior to the applicable Redemption Date as provided in the Indenture. 


     In any case where the due date for the payment of the principal of, premium, if any, or interest on any Security or the last day on which a Holder of a Security has a right to convert his Security
shall be, at any Place of Payment or Place of Conversion, as the case may be, a day on which banking institutions at such Place of Payment or Place of Conversion are authorized or obligated by law or executive order to close, then payment of
principal, premium, if any, or interest, or delivery for conversion of such Security need not be made on or by such date at such place but may be made on or by the next succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same force and effect as if made on the date for such payment or the date fixed for redemption or repurchase, or by such last day for conversion, and no interest shall accrue
on the amount so payable for the period from and after such due date. 


B-4 


















     The Securities are subject
to redemption at the option of the Issuer at any time on or after August 21,
2004, in whole or in part, upon not less than 30 nor more than 60 days’ notice
to the  Holders prior to the Redemption Date, at a redemption price equal to
100% of the principal amount of the Securities redeemed, plus accrued and unpaid
interest to the Redemption Date. The Issuer may only exercise this option during
this period if the  average of the closing bid and offer quotations per ordinary
share published in the London Stock Exchange (“LSE”)
Daily Official List for twenty of the thirty consecutive dealing days ending
within 14 days of giving notice of the redemption is at least 130% of the  exchange
price in effect on that dealing day. The exchange price is equal to $1,000
divided by the then applicable Exchange Ratio. 


     Subject to and upon compliance with the provisions of Article Eleven of the Indenture, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is
U.S.$1,000 or an integral multiple of U.S.$l,000 may be converted into fully paid and nonassessable Preference Shares at the conversion price of one Preference Share per U.S.$l,000 principal amount of Securities. Such conversion right
shall commence upon the original issuance of the Securities and expire at the close of business on August 14, 2011, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is
called for redemption at the election of the Issuer or the Holder thereof exercises his right to require the Issuer to redeem the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of
business on the Business Day immediately preceding the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be, unless the Issuer defaults in making the payment due upon redemption, as the case may be
(in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). 


     A Holder of Securities shall not be entitled to any rights of a holder of Preference Shares until such holder has converted such Security into Preference Shares, and only to the extent that such
Securities are deemed to have been converted into Preference Shares under Article Eleven of the Indenture. 


     In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of
the Issuer maintained for that purpose pursuant to Section 9.02 of the Indenture, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D of the Indenture stating that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the 


B-5 


















consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in New York Clearing House funds or other
funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such
Interest Payment Date with respect to any Security (or portion thereof, if applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date and which Security has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right
of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable
on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not
been called for redemption on a Redemption Date, or is not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or
portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to
the Holder of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular
Record Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09 of the Indenture, no cash payment or adjustment shall be made upon any conversion on account
of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued
upon conversion. The issue by the Issuer to the Holder of the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security. 


     Securities shall be deemed to have been converted on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the Person or Persons entitled to receive the Preference Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Preference Shares at such time.



B-6 


















     In the case of any Security which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at
the expense of the Issuer, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the
principal amount of such Security to be converted is any integral multiple of U.S.$l,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S.$l,000 or any integral multiple of U.S.$l,000
in excess thereof. 


     In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02 of the Indenture, to require the
Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater
integral multiple of U.S.$1,000, on the Change of Control Redemption Date at the Change of Control Redemption Price; provided, however, that installments of interest on Securities whose
Stated Maturity is on or prior to the Change of Control Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the
provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the
Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such
Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02 of the Indenture. Such Preference Shares shall be
exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Change of Control Exchange Ratio. 


     On each Optional Redemption Date each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02 of the Indenture, to require the Issuer to redeem, and
upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$l,000, at the Holder Option Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after
a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four 


B-7 


















of the Indenture, unless the applicable Optional Redemption Date shall have occurred prior to such discharge. 


     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion
thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares
(or, at the option of the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such date. 


     In the event of a redemption, cancellation or conversion of this Security in part only, a new Definitive Security or Definitive Securities for the unredeemed, non-cancelled or unconverted portion
hereof will be issued in the name of the Holder hereof. 


     If an Event of Default (other than that specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture) shall occur and be continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture, and upon any
such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture occurs, the
principal of, and accrued interest on, all of the Securities shall ipso facto become immediately due and payable without any declaration or other Act of the Holder or any act on the part of the Trustee. 


     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer, Group and Holdings and the rights of the
Holders of the Securities under the Indenture at any time by the Issuer, Group, Holdings and the Trustee with the written consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Issuer, Group and Holdings with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security or such other Security. 


     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to 


B-8 


















the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof,
premium, if any, or interest hereon on or after the respective due dates expressed herein or for the enforcement of the right to convert this Security as provided in the Indenture. 


     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. 


     As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Definitive Securities is registrable on the Security Register upon surrender of a Definitive Security
for registration of transfer at the Corporate Trust Office of the Trustee or at such other office or agency (in each case, located outside the United Kingdom) of Holdings as may be designated by it for such purpose in the State of New York, City of
New York, or at such other offices or agencies (in each case, located outside the United Kingdom) as Holdings may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Holdings and the Security
Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Definitive Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees by the Security Registrar. No service charge shall be made for any such registration of transfer or exchange, but Holdings may require payment of a sum sufficient to recover any tax or other governmental charge payable in
connection therewith. 


     Prior to due presentation of a Definitive Security for registration of transfer, the Issuer, Group, Holdings, the Trustee and any agent of the Issuer, Group, Holdings or the Trustee may treat the
Person in whose name such Definitive Security is registered as the owner thereof for all purposes, whether or not such Security be overdue, and none of the Issuer, Group, Holdings, the Trustee nor any such agent shall be affected by notice to the
contrary. 


     Interest payable in respect of any period which is not a full interest period will be calculated on the basis of a 360-day year of twelve 30-day months and, in the case of an incomplete month, the
number of days elapsed. 


B-9 


















     In accordance with the provisions of Article Fifteen of the Indenture, the obligations of the Issuer under the Indenture and the Securities have been unconditionally and irrevocably guaranteed by
Shire Pharmaceuticals Group plc and Shire plc. 


     An incorporator or any past, present or future director, officer, employee or shareholder, as such, of the Issuer, Group or Holdings shall not have any liability for any obligations of the Issuer,
Group or Holdings under this Security or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting this Security, each Holder shall waive and release all such liability. Such waiver and
release is part of the consideration for the issue of this Security. 


     The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to the conflicts of laws principles
thereof. 


     All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

 

 

 


B-10 


















EXHIBIT C 


Form of Certificate of Authentication. 


     The Trustee’s certificates of authentication shall be in substantially the following form: 


Dated:     [Date of Authentication] 


      This is one of the Securities referred to in the within-mentioned Indenture. 

			 
	 	 	
      

    
	 

		
   as Trustee
	 

	 	 
	 

	 	 
	 	By:	 


	
	
	



	 

		
                  Authorized Signatory





C-1 


















EXHIBIT D 


Form of Conversion and Exchange Notice 


CONVERSION AND EXCHANGE NOTICE 


     The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of U.S.
$1,000) below designated, into Preference Shares in accordance with the terms of the Indenture referred to in this Security, and directs that such Preference Shares, any Ordinary Shares or ADSs which may be issued upon exchange of such
Preference Shares and any Definitive Securities representing any unconverted principal amount hereof, be issued to and be registered in the name of the undersigned unless a different name has been indicated below. The undersigned Holder of this
Security hereby irrevocably appoints the Issuer or any of its agents to execute (outside the United Kingdom) on behalf of such Holder any document necessary to effect the exchange of any Preference Shares issued to such Holder on conversion of this
Security. Any Definitive Security representing any unconverted principal amount hereof will be delivered to the name of the undersigned unless a different name has been indicated below. If Preference Shares, Ordinary Shares, ADSs or Securities are
to be issued to or registered in the name of a Person other than the undersigned, the undersigned will pay all taxes or duties payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this
Security. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Indenture. 

	
Dated: ________________________		 


			 
	
	
	



	 

		 Signature
	 		 
	 		 
	 

		
[Signature Guaranteed]





D-1 
















If Definitive Securities, Preference Shares or  Ordinary Shares or ADSs issued in exchange for Preference Shares are to be registered in or delivered to the name of a Person other than the Holder, please print such
Person’s name and address (note that all such securities must be delivered to or registered in the name of only one Person:

 

	 
	
Name

	 
	 

	
Address





Social Security or other Taxpayer Identification Number, if any 





If only a portion of the Securities is to be converted, please indicate: 


1. Principal amount to be converted: 


U.S.$__________

(any
integral multiple of U.S.$1,000) 


2. Principal amount and denomination of Securities
representing unconverted principal amount to be issued: 


Amount: U.S.$__________


Denominations: 

U.S.$__________

(any
integral multiple of U.S.$1,000) 


Indicate account details where any cash payments shall be made: 







	 
	 




Please indicate whether Ordinary Shares or ADSs to be received upon exchange of Preference Shares if the Issuer does not exercise its option to procure the delivery of cash: 

	 	
/
/	
Ordinary Shares
	 	
/
/	
ADSs





D-2 


















EXHIBIT E 


Form of Notice of Redemption at the Option of the Holder 


ELECTION OF HOLDER TO REQUIRE REDEMPTION 


     1. Pursuant to [Section 12.01] [Section 13.01] of the Indenture, the undersigned hereby elects to have this Security redeemed by the Issuer. 


     2. The undersigned hereby
directs the Trustee or the Issuer to pay it or __________________
an amount in cash or, at the Issuer’s election, that the Issuer procures the issue of Ordinary
Shares (or ADSs, at the undersigned’s election) to
___________________
in exchange for the Preference Shares into which the Securities may at the Issuer’s option, be converted, valued as set forth in the Indenture, equal to [101%]
[100%] of the principal amount to be redeemed/converted (as set forth below), plus interest accrued to the [Change of Control Redemption Date ] [Holder Option Redemption Date], as provided in the Indenture. If Preference Shares, Ordinary Shares,
ADSs or Securities are to be issued to or registered in the name of a Person other than the undersigned, the undersigned will pay all taxes or duties payable with respect thereto. 


     3. The undersigned hereby irrevocably appoints the Issuer or any of its agents to execute (outside the United Kingdom) on its behalf any document necessary to effect the exchange of any Preference
Shares issued on conversion of this Security in lieu of redemption. 

	
[Check if applicable]:    	
/ / The undersigned hereby certifies that [include if 
notice is delivered pursuant to Section 12.01: the 
Company Notice was not delivered to the 
undersigned in the United States and] as of the date 
of this notice, the undersigned is not in the United 
States, as defined in Regulation S under the U.S. Securities Act of 1933.




	 	
Dated:	 


		 	
    

  
			 
			 
		
	



	 	 

	
Signature
		
	



			 
			 
		 	
    

  
	 	 

	
Signature Guaranteed
		
	







	
Principal amount to be redeemed
	
(must be equal to U.S. $5,000 or any
	
greater integral multiple of U.S.$1,000):




E-1 


















Remaining principal amount following such redemption: 


Please indicate whether Ordinary Shares or ADSs to be received in lieu of redemption, if the Issuer elects to convert the Securities into Preference Shares: 

	 	 / /	 Ordinary Shares
	 	 / /	 ADSs
	






NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change whatsoever. 

 


E-2 


















EXHIBIT F 


Form of Guarantee 


GUARANTEE 


     For value received, SHIRE PHARMACEUTICALS GROUP PLC, a public limited company organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the
Holder of the Security upon which this Guarantee is endorsed, and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of (i) the principal of (and premium, if any, on) and interest, if any, on such Security when
and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or the Holder, or otherwise, in accordance with the terms of said Security and of the
Indenture and (ii) all other obligations of the Issuer hereunder, including without limitation Section 6.07 (other than, for the avoidance of doubt, the obligations of the Issuer relating to the exchange of Preference Shares for Ordinary Shares or
ADSs). In case of the failure of the Issuer punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due
and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. 


     The Guarantor hereby agrees that it shall make all payments in respect of principal of (and premium, if any, on) and interest (including interest on amounts in default), if any, on the Securities or
the payment of any other sums due on the Securities pursuant to this Guarantee without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied upon
or as a result of such payments by or on behalf of any taxing authority, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required by law. 


     The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity,
regularity or enforceability of said Security or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of said Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of
the Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, 


F-1 


















protest or notice with respect to said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of its obligations contained
in the Indenture, said Security and this Guarantee. 


     The Holder of the Security on which this Guarantee is endorsed is entitled to the further benefits relating thereto set forth in the Security and the Indenture. No reference herein to the Indenture
and no provision of this Guarantee, said Security or the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any, on) and interest,
if any, on the Security upon which this Guarantee is endorsed. 


     The Indenture, the Securities and this Guarantee are governed by and will be construed in accordance with the laws of the State of New York, without regard to the applicable principles of conflicts of
laws to the extent that the application of the laws of another jurisdiction would be required thereby. 


     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GUARANTEE SET FORTH IN SAID SECURITY AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE. 


     Terms used in this Guarantee and not defined herein shall have the meaning assigned to them in the Indenture. 


     This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the within Security has been executed by the Trustee, directly or through an Authenticating
Agent, by manual or facsimile signature of an authorized signatory. 


F-2 


















     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed. 


Dated: 

	 	
    SHIRE PHARMACEUTICALS GROUP PLC
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





F-3 


















EXHIBIT G 


Form of Guarantee 


GUARANTEE 


     For value received, SHIRE PLC, a public limited company organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this
Guarantee is endorsed, and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of (i) the principal of (and premium, if any, on) and interest, if any, on such Security when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or the Holder, or otherwise, in accordance with the terms of said Security and of the Indenture and (ii) all other obligations
of the Issuer hereunder, including without limitation Section 6.07 (other than, for the avoidance of doubt, the obligations of the Issuer relating to the exchange of Preference Shares for Ordinary Shares or ADSs) . In case of the failure of the
Issuer punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated
Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. 


     The Guarantor hereby agrees that it shall make all payments in respect of principal of (and premium, if any, on) and interest (including interest on amounts in default), if any, on the Securities or
the payment of any other sums due on the Securities pursuant to this Guarantee without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied upon
or as a result of such payments by or on behalf of any taxing authority, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required by law. 


     The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity,
regularity or enforceability of said Security or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of said Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of
the Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to said Security or the
indebtedness evidenced 


G-1 


















thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of its obligations contained in the Indenture, said Security and this Guarantee. 


     The Holder of the Security on which this Guarantee is endorsed is entitled to the further benefits relating thereto set forth in the Security and the Indenture. No reference herein to the Indenture
and no provision of this Guarantee, said Security or the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any, on) and interest,
if any, on the Security upon which this Guarantee is endorsed. 


     The Indenture, the Securities and this Guarantee are governed by and will be construed in accordance with the laws of the State of New York, without regard to the applicable principles of conflicts of
laws to the extent that the application of the laws of another jurisdiction would be required thereby. 


     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GUARANTEE SET FORTH IN SAID SECURITY AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE. 


     Terms used in this Guarantee and not defined herein shall have the meaning assigned to them in the Indenture. 


     This Guarantee shall not be valid or obligatory for any purpose until: (i) the certificate of authentication on the within Security has been executed by the Trustee, directly or through an
Authenticating Agent, by manual or facsimile signature of an authorized signatory; and (ii) the Amended and Restated Indenture, dated as of September 23, 2005, among the Issuer, Shire Pharmaceuticals Group plc, as guarantor, the Guarantor and the
Trustee, is effective in accordance with its terms. 


G-2 


















     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed. 


Dated: 

	 	
    SHIRE PLC
	 	 	 


	 	 	 


	 	By:	 
	 	 	

	 	 	 Name:
	 	 	 Title:  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





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EXHIBIT H 


Form of Certificate To Be Delivered in Connection 

with Transfers Pursuant to Regulation S 

	
The Bank of New York
	
101 Barclay Street
	
Floor 21 West
	
New York, New York 10286
	
Attention: Corporate Trust Administration



	
Re:	
Shire Finance Limited (the “Issuer”)
	 

	
2.0% Guaranteed Convertible Senior Notes due 2011 (the “Securities”)



Ladies and Gentlemen: 


     In connection with our
proposed sale of $____________ principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under
the U.S. Securities Act of 1933 and, accordingly, we represent that: 

      (1) the offer of the Securities was not made to
    a person in the United States; 

      (2) at the time the buy order was originated,
      the transferee was outside the United States or we and any person acting
      on our behalf reasonably believed that the transferee was outside the
    United States; 

      (3) no directed selling efforts have been made
    by us in the United States in contravention of the requirements of Rule
    903(b) or Rule 904(b) of Regulation S, as applicable; 

      (4) the transaction
      is not part of a plan or scheme to evade the registration requirements
    of the U.S. Securities Act of 1933. 


     You, the Issuer, Group and Holdings are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate but not defined herein have the meanings set forth in Regulation S. 


Very truly yours, 

	
    [Name of Transferor]
	 	 


	 	 


	By:	 
	 	

	 	
              (authorized signatory)





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