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NOTICE OF REDEMPTION OF NOTES BY INTERNATIONAL POWER FINANCE (2010) plc

LONDON--(BUSINESS WIRE)--

NOTICE OF REDEMPTION OF NOTES

INTERNATIONAL POWER FINANCE (2010) plc

7¼% Senior Notes due 2017

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London, EC2N 2DB

United Kingdom

As Trustee and Paying Agent

June 30, 2014

Re: Redemption of Notes

Reference is made to the indenture dated as of May 11, 2010, among the Issuer, International Power plc, as parent guarantor, Deutsche Bank AG, London Branch (as successor to Deutsche Trustee Company Limited), as trustee (“Trustee”), Deutsche Bank AG, London Branch, as paying agent (“Paying Agent”) and Deutsche Bank Luxembourg S.A., as registrar, (the “Indenture”) pursuant to which the Issuer’s 7¼% Senior Secured Notes due 2017 (the “Notes”) were issued. All capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Indenture.

This notice (the “Notice”) is being given pursuant to Section 3.02 of the Indenture and is accompanied by an Officer’s Certificate and an Opinion of Counsel as required thereunder and Sections 12.04 and 12.05 of the Indenture.

The Issuer hereby notifies the Trustee that it proposes to elect to redeem the entire aggregate amount of the Notes outstanding pursuant to Section 3.01 of the Indenture and paragraph 6 of the Notes (the “Redemption”) and that:

1. The redemption date for the Notes will be August 6, 2014 (the “Redemption Date”) and the record date for the Notes will be August 5, 2014 (the “Record Date”);

2. The Issuer will elect to redeem all of the aggregate principal amount of the Notes outstanding being €10,145,000.00 in aggregate principal amount of the Notes;

3. The Redemption Price for the Notes will be equal to 100% of the principal amount of the Notes outstanding, plus the Applicable Redemption Premium, amounting to €12,066,260.10 and accrued and unpaid interest to the Redemption Date of €173,682.40. The total amount payable on the Redemption Date will be €12,239,942.50 subject to adjustment to account for any change to the Bund Rate (as defined in the Notes) between the date of this certificate and the Redemption Date.

4. The redemption of all of the aggregate principal amount of the Notes outstanding shall occur in accordance with Article 3 of the Indenture and paragraph 6 of the Notes.

5. The ISIN and Common Codes of the Notes to be redeemed are:

    ISIN   Common Code
7¼% Senior Notes due 2017 Rule 144A: XS0508517884 050851788
 
Regulation S: XS0508517611 050851761

Pursuant to Section 3.04 of the Indenture, attached hereto as Exhibit A is a notice of redemption to be delivered to the Holders at least 30 days before the Redemption Date. The Paying Agent is hereby requested to provide such notice of redemption to the Holders in the Issuer’s name and at its expense.

Pursuant to Sections 3.02, 12.04 and 12.05 of the Indenture, attached hereto as Exhibit B is an Officer’s Certificate from the Issuer dated the date hereof.

[Signature Page Follows]

Very truly yours,

INTERNATIONAL POWER FINANCE (2010) PLC

By: _____________________________

Name:

Title:

Exhibit A

NOTICE OF REDEMPTION

INTERNATIONAL POWER FINANCE (2010) plc

7¼% Senior Notes due 2017 (the Notes)

[050851761 (Reg S) / XS0508517611 (REG S)

050851788 (144A) / XS0508517884 (144A)]

International Power Finance (2010) plc hereby gives irrevocable notice to the holders of its 7¼% Senior Notes due 2017 (the “Notes”) of the redemption of all of the aggregate principal amount of the outstanding Notes in accordance with Section 3 of the indenture dated as of May 11, 2010 among the Issuer, International Power plc, as parent guarantor, Deutsche Bank AG, London Branch (as successor to Deutsche Trustee Company Limited), as trustee (“Trustee”), Deutsche Bank AG, London Branch, as paying agent (“Paying Agent”), and Deutsche Bank Luxembourg S.A., as registrar (the “Indenture”) and paragraph 6 of the Notes. Capitalized terms used herein and not otherwise defined have the meanings given to them in the Indenture, as applicable.

The terms and conditions of redemption are as follows:

1. The redemption date for the Notes will be August 6, 2014 (the “Redemption Date”) and the record date for the Notes will be August 5, 2014 (the “Record Date”).

2. The aggregate principal amount of Notes being redeemed is €10,145,000. The indicative Redemption Price for the Notes will be €12,066,260.10 and accrued and unpaid interest to the Redemption Date of €173,682.40. The Redemption Price is indicative; it will be recalculated based on the Bund Rate (as defined in the Notes) as of the Redemption Date and may be adjusted to account for any change to the Bund Rate between the date of this notice and the Redemption Date. Investors are advised to inform themselves of the specific redemption payment calculations provided for in the Notes.

3. The Paying Agent is Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom.

4. The Notes must be presented and surrendered to the Paying Agent to collect the applicable redemption price set forth under paragraph 2 above.

5. Unless the Issuer defaults in making the redemption payment, interest on the Notes ceases to accrue on and after the Redemption Date.

6. The Notes being called for redemption are being redeemed pursuant to Section 3.01 of the Indenture and paragraph 6 of the Notes.

7. No representation is made by the Issuer as to the correctness or accuracy of the ISIN or Common Code numbers listed in this notice or printed on the Notes.

[Signature Page Follows]

INTERNATIONAL POWER FINANCE (2010) PLC

By: _____________________________

Name:

Title:

Exhibit B

INTERNATIONAL POWER FINANCE (2010) plc

OFFICER’S CERTIFICATE

June 30, 2014

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London, EC2N 2DB

United Kingdom

(as successor to Deutsche Trustee Company Limited)

This officer’s certificate (“Officer’s Certificate”) is executed and delivered by [●], as an authorised officer of International Power Finance (2010) plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), in connection with the Issuer’s notice of redemption, dated the date hereof, pursuant to Section 3.02 of the indenture dated May 11, 2010 (the “Indenture”), among, inter alios, the Issuer, International Power plc, as parent guarantor (the “Parent Guarantor”) and you, as Trustee. All capitalised terms used and not otherwise defined in this Officer’s Certificate have the meaning given to them in the Indenture.

This Officer’s Certificate is given to the Trustee pursuant to Sections 3.02, 12.04 and 12.05 of the Indenture in connection with the redemption by the Issuer of all of the outstanding 7¼% Senior Notes due 2017 (the “Notes”) pursuant to Article 3 of the Indenture and paragraph 6 of the Notes (the “Redemption”).

Certifications to the Trustee

We, the undersigned, DO HEREBY CERTIFY as follows:

1. I have read all of the conditions (including all the definitions relating thereto) set forth in the Indenture relating to the proposed Redemption pursuant to Article 3 of the Indenture and paragraph 6 of the Notes.

2. I have conducted an examination as to the nature of the conditions to the Redemption contained in the Indenture, and I possess the information needed to provide you with the certifications contained herein.

3. In my opinion, I have made such examination and investigation as is necessary to enable me to express an informed opinion as to whether or not the Redemption will satisfy the conditions set forth in the Indenture.

4. In my opinion, upon (A) delivery of this Officer’s Certificate and accompanying Opinion of Counsel, (B) delivery of a notice of redemption to Holders by the Paying Agent as contemplated by Sections 3.02 and 3.04 of the Indenture and (C) payment of the redemption price in accordance with the Indenture, the Redemption will satisfy the conditions set forth in the Indenture.

5. The redemption date for the Notes will be August 6, 2014 (the “Redemption Date”) and the record date for the Notes will be August 5, 2014 (the “Record Date”).

6. The Issuer will elect to redeem all of the aggregate principal amount of the Notes outstanding being €10,145,000.00 in aggregate principal amount of the Notes;

7. The Redemption Price for the Notes will be equal to 100% of the principal amount of the Notes outstanding, plus the Applicable Redemption Premium, amounting to €12,066,260.10 and accrued and unpaid interest to the Redemption Date of €173,682.40. The total amount payable on the Redemption Date will be €12,239,942.50 subject to adjustment to account for any change to the Bund Rate (as defined in the Notes) between the date of this certificate and the Redemption Date.

8. The redemption of all of the aggregate principal amount of the Notes outstanding shall occur in accordance with Article 3 of the Indenture and paragraph 6 of the Notes.

9. The ISIN and Common Codes of the Notes to be redeemed are:

    ISIN   Common Codes
7¼% Senior Notes due 2017 Rule 144A: XS0508517884 050851788
 
Regulation XS0508517611 050851761
S:

(Signature page follows)

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate on the date first written above:

By: _____________________________

Name:

Title:

Short Name: Deutsche Bank AG
Category Code: MSC
Sequence Number: 423964
Time of Receipt (offset from UTC): 20140709T163350+0100

Contacts

Deutsche Bank AG London