Common use of Optional Redemption Clause in Contracts

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesNotes. On and after May January 15, 20172010, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May January 15 of the years set forth below: Redemption Period Redemption Price 2017 105.156 ------ ---------- 2010 105.50% 2018 103.438 2011 102.75% 2019 101.719 % 2020 2012 and thereafter 100.000 100.00% In addition, at any time prior to May January 15, 20172009, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875111.00%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Public Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Public Equity Offering. Prior to May January 15, 20172010, the Issuer Company shall be entitled at its option to redeem all or a portion all, but not less than all, of the Securities Notes at a redemption price equal to 100100.00% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May February 15, 20172008. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May February 15 of the years set forth below: Period Year Redemption Price 2017 105.156 ---- ---------------- 2008 105.063% 2018 103.438 2009 103.375% 2019 101.719 2010 101.688% 2020 2011 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May February 15, 20172006, the Issuer shall be entitled at its option on one or more occasions Company may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) issued prior to such date of the Company from it, at a redemption price (expressed as a percentage equal to 110.125% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of redemption. Any such redemption has been given shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the SecuritiesFebruary 1, 2009. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in percentages as a percentage of aggregate principal amount on the redemption dateat maturity thereof), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 February 1 of the years set forth below: Period Redemption Price 2017 105.156 YEAR REDEMPTION PRICE ---- ---------------- 2009 104.500% 2018 103.438 2010 103.000% 2019 101.719 2011 101.500% 2020 2012 and thereafter 100.000 100.000% In addition, prior to February 1, 2009, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to May 15each Holder's registered address, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed equal to 100% of the Accreted Value of the Securities redeemed plus the Applicable Premium as a percentage of principal amount) of 106.875%of, plus and accrued and unpaid interest to interest, if any, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest, if any, due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to February 1, 2007, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount at maturity of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by Nalco Finance LLC or (2) by any direct or indirect parent of Nalco Finance LLC, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of Nalco Finance LLC or used to purchase Capital Stock (other than Disqualified Stock) of Nalco Finance LLC from it, at a redemption price of 109.000% of the Accreted Value thereof at the redemption (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such the original aggregate principal amount at maturity of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of provided, further, that such redemption has been given shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth below, i. The Partnership shall have the Issuer shall not be entitled right to redeem the Securities. On Series 5 Units (i) at any time, and from time to time, on or after May 15March 31, 20172024, the Issuer shall be entitled at its option in whole or in part, (ii) prior to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeMarch 31, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)2024, if redeemed during BPY redeems the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionBPY Series 1 Units pursuant to a BPY Series 1 Rating Event, in whole but not in part, (iii) at any time prior if BPY redeems the BPY Series 1 Units following a BPY Series 1 Change of Control Triggering Event, in whole but not in part, (iv) at any time if BPY redeems the BPY Series 1 Units following a BPY Series 1 Delisting Brookfield Transaction Triggering Event, in whole but not in part, or (v) if BPY redeems the BPY Series 1 Units following a BPY Series 1 Change in Tax Law where, in BPY’s reasonable determination, a substantial probability that BPY or any BPY Series 1 Successor Entity would become obligated to May 15, 2017, pay any BPY Series 1 Additional Amounts on the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such next succeeding distribution payment date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest with respect to the redemption date (subject BPY Series 1 Units and the payment of those BPY Series 1 Additional Amounts cannot be avoided by the use of any reasonable measures available to the right BPY or any BPY Series 1 Successor Entity, in whole but not in part, using any source of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of funds legally available for such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each purpose. Any such redemption (with Securities held, directly or indirectly, shall occur on a date set by the Issuer or its Affiliates being deemed Managing General Partner (the “Series 5 Redemption Date”). The Partnership shall effect any such redemption by paying cash for each Series 5 Unit to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price redeemed equal to 100% (in the case of a redemption described in clauses (i), (iii), (iv) and (v) of this Section 2(B)(d)(i)), or 102% (in the case of a redemption described in clause (ii) of this Section 2(B)(d)(i)), of the principal Series 5 Liquidation Preference for such Series 5 Unit on such Series 5 Redemption Date plus an amount of equal to all unpaid Series 5 Distributions thereon from the Securities plus the Applicable Premium as of, and accrued and unpaid interest Series 5 Original Issue Date to, but excluding, the redemption date Series 5 Redemption Date (subject whether or not such distributions shall have been declared) (the “Series 5 Redemption Price”). The Series 5 Redemption Price shall be paid by the Partnership to the right of Series 5 Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Series 5 Redemption Date.

Optional Redemption. Except as set forth belowOn or after January 31, 2010, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount on the redemption dateamount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, thereon (each, a “Redemption Price”), plus accrued interest to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May 15 January 31 of the years set forth indicated below: Period Year Redemption Price 2017 105.156 2010 103.875 % 2018 103.438 2011 102.583 % 2019 101.719 2012 101.212 % 2020 2013 and thereafter 100.000 % In the event that the Company effects an optional redemption of the Notes, the Company will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and, in addition to such publication, mail such notice to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar. In addition, at any time prior to May 15January 31, 20172008, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) issued prior Indenture with the net cash proceeds of sales of Capital Stock of the Company or a capital contribution to such date the Company’s common equity made with the net cash proceeds of sales of Capital Stock of the Company’s direct or indirect parent at a redemption price (expressed as a percentage of 107.75% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, (each a “Redemption Price”), to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains Notes issued under the Indenture remain outstanding immediately after the occurrence of each any such redemption (with Securities heldexcluding Notes, directly or indirectlyas applicable, held by the Issuer or Company and its Affiliates being deemed to be not outstanding for purposes of such calculationSubsidiaries); and (2) notice the redemption must occur within 60 days of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, closing of such offering or the Issuer shall be entitled at its option to redeem all or a portion making of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)such capital contribution.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the SecuritiesFebruary 1, 2009. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in percentages as a percentage of aggregate principal amount on the redemption dateat maturity thereof), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 February 1 of the years set forth below: Period Redemption Price 2017 105.156 YEAR REDEMPTION PRICE ---- ---------------- 2009 104.500% 2018 103.438 2010 103.000% 2019 101.719 -5- YEAR REDEMPTION PRICE ---- ---------------- 2011 101.500% 2020 2012 and thereafter 100.000 100.000% In addition, prior to February 1, 2009, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to May 15each Holder's registered address, 2017at a redemption price equal to 100% of the Accreted Value of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the Issuer shall be entitled at its option applicable redemption date (subject to the right of the Holders of record on one or more occasions the relevant record date to redeem Securities (which includes Additional Securitiesreceive interest, if any) , due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to February 1, 2007, the Issuers may redeem in an the aggregate principal amount not up to exceed 35% of the original aggregate principal amount at maturity of the Securities (which includes calculated after giving effect to any issuance of Additional Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) issued prior by Nalco Finance LLC or (2) by any direct or indirect parent of Nalco Finance LLC, in each case, to such date the extent the net cash proceeds thereof are contributed to the common equity capital of Nalco Finance LLC or used to purchase Capital Stock (other than Disqualified Stock) of Nalco Finance LLC from it, at a redemption price (expressed as a percentage of principal amount) 109.000% of 106.875%, plus accrued and unpaid interest to the Accreted Value thereof at the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such the original aggregate principal amount at maturity of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of provided, further, that such redemption has been given shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesAugust 1, 2012. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 August 1 of the years set forth below: Period Year Redemption Price 2017 105.156 2012 105.125 % 2018 103.438 2013 102.563 % 2019 101.719 % 2020 2014 and thereafter 100.000 % In addition, at any time prior to May 15August 1, 20172012, the Issuer shall be entitled Company may redeem the Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice, at a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). In addition, at any time and from time to time prior to August 1, 2012, but not more than once in any twelve-month period, the Company may redeem up to 10% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof) of 106.875103%, plus accrued and unpaid interest interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, with an amount not at any time and from time to exceed the net cash proceeds from one time on or more Equity Offerings; providedprior to August 1, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 20172012, the Issuer shall be entitled at its option Company may redeem in the aggregate up to redeem all or a portion of the Securities at a redemption price equal to 10035% of the original aggregate principal amount of the Securities plus (calculated after giving effect to any issuance of Additional Securities) with the Applicable Premium net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as ofa percentage of the principal amount thereof) equal to 110.25% plus, and accrued and unpaid interest tointerest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed.

Optional Redemption. Except as set forth below, the Issuer Issuers shall not be entitled to redeem the SecuritiesNotes. On and after May 15February 1, 20172014, the Issuer Issuers shall be entitled at its their option on one or more occasions to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 February 1st of the years set forth below: Period Redemption Price 2014 104.438 % 2015 102.958 % 2016 101.479 % 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, prior to February 1, 2014 the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, prior to May 15February 1, 20172013, the Issuer Issuers shall be entitled at its their option on one or more occasions to redeem Securities upon not less than 30 nor more than 60 days’ notice, Notes (which includes Additional Securities, if anyNotes) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities Notes (which includes Additional Securities, if anyNotes) originally issued prior to such date at a redemption price (expressed as a percentage of 108.875% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional Securities, if anyNotes) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of each such redemption has been given occurs within 90 days after the date consummation of the related Equity Offering. Prior to May 15, 2017Notwithstanding the foregoing, the Issuer shall Issuers may at any time and from time to time purchase Notes in the open market or otherwise. Notice of any redemption upon any Equity Offering may be entitled given prior to the completion thereof, and any such redemption or notice may, at its option Holding’s discretion, be subject to redeem all one or a portion more conditions precedent, including, but not limited to, completion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)related Equity Offering.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at At any time prior to May 15February 3, 2017, 2024 the Issuer shall be entitled may at its option on one redeem the Notes, in whole or more occasions to redeem Securities (which includes Additional Securitiesin part, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to (but not including) the Redemption Date (a “Make-Whole Redemption”). The Issuer will give not less than thirty (30) days’ or more than sixty (60) days’ notice of any Make-Whole Redemption. At any time and from time to time prior to February 3, 2023, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of Common Stock of the Parent Guarantor or the Issuer in an Equity Offering at a redemption price of 106.000% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (an “Equity Claw-Back Redemption”); provided that at least 60% of the aggregate principal amount of the Notes originally issued on the Issue Date remains outstanding after each such redemption and any such redemption takes place within sixty (60) days after the closing of the related Equity Offering. The Issuer will give not less than thirty (30) days’ nor more than sixty (60) days’ notice of any Equity Claw-Back Redemption. At any time and from time to time on or after February 3, 2024, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, to (but not including) the Redemption Date if redeemed during the twelve-month period beginning on February 3 of the years indicated below. Year Percentage 2024 103.000 % 2025 101.500 % 2026 and thereafter 100.000 % The Issuer will give not less than thirty (30) days’ nor more than sixty (60) days’ notice to the Holders of any redemption pursuant to the preceding paragraph. In the event not all of the Notes are to be redeemed, the Notes will be selected for redemption pro rata, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, subject to, in the case of Notes held in global form, the Applicable Procedures of DTC. A Note of U.S.$150,000 in principal amount or less shall not be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption date (subject relating to such Note will state the portion of the principal amount to be redeemed. A Note in principal amount equal to the right unredeemed portion will be issued upon cancellation of Holders the original Note. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in the payment of record on the relevant record date to receive interest due on the relevant interest payment date)applicable redemption price.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May February 15, 20172008. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May February 15 of the years set forth below: Period Redemption Price 2017 105.156 YEAR REDEMPTION PRICE ---- ---------------- 2008 104.688% 2018 103.438 2009 103.125% 2019 101.719 2010 101.563% 2020 2011 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May February 15, 20172006, the Issuer shall be entitled at its option on one or more occasions Company may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) issued prior to such date of the Company from it, at a redemption price (expressed as a percentage equal to 109.375% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of redemption. Any such redemption has been given shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesSecurities at its option prior to December 15, 2006. On and after May December 15, 20172006, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest thereon, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May December 15 of the years set forth below: Period Redemption ------ Price 2017 105.156 ---------- 2006 105.000% 2018 103.438 2007 103.333% 2019 101.719 2008 101.667% 2020 and thereafter 100.000 2009 100.000% 2010 100.000% In addition, at any time prior to May December 15, 20172004, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875110.00%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Qualified Equity Offerings; providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Qualified Equity Offering. Prior Pending the application of the Net Cash Proceeds of any Qualified Equity Offering to May redeem Securities in accordance with the provisions of this paragraph, Parent or its Restricted Subsidiaries may temporarily repay Senior Indebtedness of the Company or any Domestic Guarantor with those Net Cash Proceeds. The Company shall be entitled, at its option, at any time as a whole prior to December 15, 20172006, the Issuer shall be entitled at its option to redeem all or a portion of the Securities (which includes the Additional Securities, if any) at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as sum of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).:

Optional Redemption. Except as set forth belowThe Securities will be subject to redemption, in whole or in part, at any time or from time to time, at the Issuer shall not option of the Corporation on at least 30 days’ prior notice by mail at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities to be entitled redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to redeem the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 62.5 basis points of the Securities, plus in each case accrued and unpaid interest to the date of redemption. On and after May 15the date of redemption, 2017interest will cease to accrue on the Securities or portions of Securities called for redemption on such date. The Securities may be redeemed in part but only in integral multiples of US$1,000. The Securities may be redeemed, at the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon Corporation, at any time as a whole but not in part, on not less than 30 nor more than 60 days’ notice, at 100% of the redemption prices (expressed in percentages of principal amount on the redemption date)thereof, plus accrued and unpaid interest (if any) to the date of redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during in the 12-month period commencing event the Corporation has become or would become obligated to pay, on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at next date on which any time prior amount would be payable with respect to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if anyany Additional Amounts with respect to the Securities as a result of a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in an aggregate principal amount not or amendment to exceed 35% any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after July 26, 1996. Any notice to the aggregate principal amount Holders of the Securities (which includes Additional Securities, if any) issued prior to of such date at a redemption need not set forth the redemption price (expressed of such Securities but need only set forth the calculation thereof as a percentage described in the first paragraph of principal amount) of 106.875%this section entitled “Optional Redemption”. The redemption price, plus accrued and unpaid interest calculated as aforesaid, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin the next two succeeding paragraphs, the Notes are not subject to redemption prior to the Stated Maturity, and there is no sinking fund for the Notes. At any time or from time to time prior to May 15, 2029 (six months prior to the Stated Maturity of the Notes), the Issuer shall not be entitled to redeem the Securities. On and after May 15may redeem, 2017, the Issuer shall be entitled at its option to redeem option, all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days’ notice, prior notice (with a copy to the Trustee) at a redemption price equal to the redemption prices sum of (expressed in percentages i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the Notes, if any, to, but excluding, the date of redemption date), plus accrued interest to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % . In addition, at any time prior to on or after May 15, 20172029 (six months prior to the Stated Maturity of the Notes), the Issuer shall be entitled may redeem, at its option on one option, all or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% part of the aggregate principal amount of Notes upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Securities (which includes Additional Securities, if anyTrustee) issued prior to such date at a redemption price equal to the sum of (expressed as a percentage i) 100% of the principal amount) of 106.875%amount thereof, plus (ii) accrued and unpaid interest to on the Notes, if any, to, but excluding, the date of redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date). “Applicable Premium” means, with an respect to any Note on any date of redemption, the excess, if any, as determined by the Issuer, of (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Note (excluding accrued but unpaid interest to the date of redemption) through May 15, 2029 (six months prior to the Stated Maturity of the Notes), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (b) the principal amount not of the Note. “Treasury Rate” means, as of any redemption date, the yield to exceed maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the net cash proceeds most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from one or more Equity Offeringsthe redemption date to May 15, 2029 (six months prior to the Stated Maturity of the Notes); provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such period from the redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 20172029 (six months prior to the Stated Maturity of the Notes) is less than one year, the Issuer shall weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be entitled at its option to redeem all or a portion of the used. Joint Book-Running Managers: RBC Capital Markets, LLC Xxxxxxx Xxxxx & Co. LLC SG Americas Securities, LLC Mizuho Securities at a redemption price equal to 100% of the principal amount of the USA LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. LLC Barclays Capital Inc. BNP Paribas Securities plus the Applicable Premium as ofCorp. Citizens Capital Markets, and accrued and unpaid interest toInc. Deutsche Bank Securities Inc. NatWest Markets Securities Inc. Regions Securities LLC Co-Managers: Natixis Securities Americas LLC X. Xxxxxxx & Co., the redemption date LLC Xxxxxx X. Xxxxxxx & Company, Inc. Trade Date: November 5, 2019 Settlement Date: November 7, 2019 (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateT+2).. Ratings1: Ba3 (Xxxxx’x) / BB- (S&P) / BB+ (Kroll)

Optional Redemption. Except as set forth below, the Issuer shall Company will not be entitled to redeem the Securities. On and after May March 15, 20172007, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount amount, on the redemption date), ) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May March 15 of the years set forth below: Redemption Period Redemption Price 2017 105.156 ------ ---------- 2007 105.375% 2018 103.438 2008 102.688% 2019 101.719 % 2020 2009 and thereafter 100.000 100.000% In addition, at any time prior to May March 15, 20172006, the Issuer shall Company will be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875110.75%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Equity Offering. Prior to May March 15, 20172007, the Issuer shall be entitled Company may at its option to redeem all or a portion all, but not less than all, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth belowin the second paragraph of this Paragraph 5, the Issuer OPTI shall not be entitled have the option to redeem the Securities. On and after May Notes prior to December 15, 20172010. Thereafter, OPTI shall have the Issuer shall be entitled at its option to redeem all the Notes, in whole or a portion of the Securities in part, on any one or more occasions upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May December 15 of the years set forth indicated below: Period Redemption Price 2017 105.156 Year Percentage 2010 104.125 % 2018 103.438 2011 102.063 % 2019 101.719 % 2020 2012 and thereafter 100.000 % In additionNotwithstanding the provisions of the first paragraph of this Paragraph 5, at any time prior to May December 15, 20172009, the Issuer shall be entitled at its option OPTI may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) issued prior to such date Indenture at a redemption price (expressed as a percentage equal to 108.250% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) the Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly excluding Notes held by OPTI or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes any of such calculation); OPTI’s Subsidiaries) and (2) notice such redemption occurs within 60 days of the date of the closing of such redemption has been given within 90 days Equity Offering. In addition, if OPTI becomes obligated to pay any Additional Amounts as a result of a change in the laws or regulations of Canada or any Canadian taxing authority, or a change in any official position regarding the application or interpretation thereof, which is publicly announced or becomes effective on or after the date of the related Equity OfferingIndenture and such Additional Amounts cannot be avoided by the use of reasonable measures available to OPTI, including the making of such payment by OPTI or another Guarantor, then OPTI may, at its option, redeem the Notes, in whole but not in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date. Prior At any time prior to May December 15, 20172010, the Issuer shall be entitled at its option to OPTI may redeem all or a portion part of the Securities Notes at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest tointerest, the redemption date (subject if any, to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment applicable redemption date).

Optional Redemption. Except as set forth belowThe Company, the Issuer shall not be entitled to at its option, may redeem the Securities. On and Notes, in whole at any time or in part from time to time, on or after May December 15, 20172012, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed in as percentages of the aggregate principal amount on the redemption date)thereof) set forth below, plus together, in each case, with accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Redemption Date, if redeemed during the 12-twelve month period commencing beginning on May December 15 of the years set forth each year listed below: Period Year Redemption Price 2017 105.156 2012 103.000% 2018 103.438 % 2019 101.719 % 2020 2013 and thereafter 100.000 100.000% Notwithstanding the foregoing, the Company, at its option, may redeem in the aggregate up to 35% of the principal amount of Notes issued under this Indenture (including additional Notes issued under the Indenture in the future) at any time and from time to time prior to December 15, 2012 at a Redemption Price equal to 110% of the aggregate principal amount so redeemed, plus accrued and unpaid interest to the Redemption Date, out of the net cash proceeds of one or more Equity Offerings; provided, that at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of any such redemption and that any such redemption occurs within 90 days following the closing of any such Equity Offering. In addition, at any time prior to May December 15, 20172012, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to Company may also redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days’ notice to Holders of the Notes, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest tointerest, if any, to the redemption date (Redemption Date, subject to the right rights of Holders of record the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date. In addition, the Company may from time to time acquire Notes by means other than redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. Except as set forth belowOn or after January 31, 2010, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount on the redemption dateamount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, thereon (each, a “Redemption Price”), plus accrued interest to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May 15 January 31 of the years set forth indicated below: Period Year Redemption Price 2017 105.156 2010 103.875 % 2018 103.438 2011 102.583 % 2019 101.719 2012 101.212 % 2020 2013 and thereafter 100.000 % In the event that the Company effects an optional redemption of the Notes, the Company will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort). In addition, at any time prior to May 15January 31, 20172008, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) issued prior Indenture with the net cash proceeds of sales of Capital Stock of the Company or a capital contribution to such date the Company’s common equity made with the net cash proceeds of sales of Capital Stock of the Company’s direct or indirect parent at a redemption price (expressed as a percentage of 107.75% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, (each a “Redemption Price”), to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains Notes issued under the Indenture remain outstanding immediately after the occurrence of each any such redemption (with Securities heldexcluding Notes, directly or indirectlyas applicable, held by the Issuer or Company and its Affiliates being deemed to be not outstanding for purposes of such calculationSubsidiaries); and (2) notice the redemption must occur within 60 days of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, closing of such offering or the Issuer shall be entitled at its option to redeem all or a portion making of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)such capital contribution.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesSecurities at its option prior to December 15, 2006. On and after May December 15, 20172006, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest thereon, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May December 15 of the years set forth below: Period PERIOD Redemption Price 2017 105.156 ------ PRICE ---------- 2006 105.000% 2018 103.438 2007 103.333% 2019 101.719 2008 101.667% 2020 and thereafter 100.000 2009 100.000% 2010 100.000% In addition, at any time prior to May December 15, 20172004, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such the redemption date at a redemption price (expressed as a percentage of principal amount) of 106.875110.00%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Qualified Equity Offering. Prior Pending the application of the Net Cash Proceeds of any Qualified Equity Offering to May redeem Securities in accordance with the provisions of this paragraph, Parent or its Restricted Subsidiaries may temporarily repay Senior Indebtedness of the Company or any Domestic Guarantor with those Net Cash Proceeds. The Company shall be entitled, at its option, at any time as a whole prior to December 15, 20172006, the Issuer shall be entitled at its option to redeem all or a portion of the Securities (which includes the Additional Securities, if any) at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as sum of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).:

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the SecuritiesAugust 1, 2011. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 August 1 of the years set forth below: Period Year Redemption Price 2017 105.156 2011 105.688 % 2018 103.438 2012 103.792 % 2019 101.719 2013 101.896 % 2020 2014 and thereafter 100.000 % In addition, prior to August 1, 2011, the Issuers may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to May 15each Holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to August 1, 2009, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Company, in each case, to May 15, 2017, the Issuer shall be entitled at its option extent the net cash proceeds thereof are contributed to redeem all or a portion the common equity capital of the Securities Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 100111.375% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and unpaid interest to, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

Optional Redemption. Except as set forth belowUnless otherwise provided in the applicable Terms Supplement, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled Xxxxxxx Mac may at its option to redeem all or the outstanding Classes of REMIC CertiÑcates of each Series (or, in the case of a portion Double-Tier Series, the outstanding Lower-Tier Classes of the Securities any Lower-Tier REMIC Pool) in whole, but not in part, upon not less than 30 nor or more than 60 days’ ' notice, at on any Payment Date when the redemption prices (expressed in percentages of aggregate outstanding principal amount of such Classes, after giving eÅect to principal payments to be made on the redemption date)such Payment Date, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall would be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35less than 1% of the aggregate original principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a Classes. Any optional redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the unpaid principal amount of the Securities Classes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest tofor the Accrual Period relating to the applicable Payment Date. In order to eÅect an optional redemption, Xxxxxxx Mac shall adopt a plan of complete liquidation meeting the requirements of a ""qualiÑed liquidation'' under Section 860F(a)(4) of the Code. Pursuant to the plan, Xxxxxxx Mac shall liquidate all of the Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by Xxxxxxx Mac, and apply the net proceeds of such liquidation (together with funds contributed by Xxxxxxx Mac if the net proceeds are insuÇcient) to pay the redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the redemption date price of the Lower-Tier Classes that constitute Mortgage Securities for the Upper-Tier REMIC Pool shall be applied as principal and interest on the outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Following any redemption, any remaining proceeds from the liquidation of the Assets in the REMIC Pool (subject or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net of liquidation expenses, shall be distributed pro rata to the right of Holders of record on the relevant record date related Residual Class upon surrender of their CertiÑcates to receive interest due on the relevant interest payment date)Registrar. Upon any redemption, any outstanding MACR Classes shall be retired from the proceeds of redemption of their related Regular Classes of REMIC CertiÑcates. All decisions as to the making of an optional redemption, including the timing of any optional redemption, shall be at Xxxxxxx Mac's sole discretion. Xxxxxxx Mac shall be under no obligation to any Holder to make or not make an optional redemption, even if it would be in such Holder's interest.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to The Company may redeem the SecuritiesSecurities at any time or from time to time, in whole or in part. On and after May The redemption price for Securities redeemed prior to August 15, 2017, 2027 (the Issuer shall “Par Call Date”) will be entitled at its option equal to redeem all or a portion the greater of the following amounts: (i) 100% of their principal amount; and (ii) the present value of the Remaining Scheduled Payments on the Securities upon not less than 30 nor more than 60 days’ noticebeing redeemed that would be due if the Securities matured on the Par Call Date, discounted to the redemption date, on a semiannual basis, at the redemption prices Treasury Rate plus 15 basis points (expressed in percentages of principal amount on the redemption date0.150%), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)plus, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionin each case, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest on such Securities to the redemption date (subject to the right of Holders of record date. The redemption price for Securities redeemed on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to Par Call Date will be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities being redeemed, plus the Applicable Premium as of, and accrued and unpaid interest toon such Securities to the redemption date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Notice of redemption will be mailed at least 15 days but not more than 60 days before the redemption date (subject to each Holder of Securities to be redeemed at its registered address. Securities in denominations larger than $2,000 may be redeemed in part. On and after the right redemption date interest ceases to accrue on Securities or portions of Holders them called for redemption, provided that if the Company shall default in the payment of record on such Securities at the relevant record date redemption price together with accrued interest, interest shall continue to receive interest due on accrue at the relevant interest payment date)rate borne by the Securities.

Optional Redemption. Except as set forth below, the Issuer Issuers shall not be entitled to redeem the SecuritiesNotes. On and after May 15November 1, 20172013, the Issuer Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 November 1 of the years set forth below: Period Redemption Price 2017 105.156 2013 104.50 % 2018 103.438 2014 102.25 % 2019 101.719 % 2020 2015 and thereafter 100.000 100.00 % In addition, at any time prior to May 15November 1, 20172012, the Issuer Issuers shall be entitled at its their option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875109%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Issuers or its Affiliates being deemed to be not outstanding for purposes of such calculationtheir Affiliates); and (2) notice of each such redemption has been given occurs within 90 180 days after the date of the related Qualified Equity Offering. Prior to May 15November 1, 20172013, the Issuer Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes (which includes Additional Notes, if any) at a redemption price equal to the sum of 100% of the principal amount of the Securities Notes (which includes Additional Notes, if any) plus the Applicable Premium applicable Make-Whole Amount (as ofdefined in the Indenture) as of the redemption date, if any, and accrued and unpaid interest to, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Issuers shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth belowOn or after January 31, 2010, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount on the redemption date), amount) set forth below plus accrued interest and unpaid interest, and Additional Amounts, if any, thereon (each, a “Redemption Price”) thereon, to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest interest, and Additional Amounts, if any, due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May 15 January 31 of the years set forth indicated below: Period Year Redemption Price 2017 105.156 2010 103.875 % 2018 103.438 2011 102.583 % 2019 101.719 2012 101.212 % 2020 2013 and thereafter 100.000 % In the event that the Company effects an optional redemption of the Notes, the Company will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and, in addition to such publication, mail such notice to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar. In addition, at any time prior to May 15January 31, 20172008, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) issued prior Indenture with the net cash proceeds of sales of Capital Stock of the Company or a capital contribution to such date the Company’s common equity made with the net cash proceeds of sales of Capital Stock of the Company’s direct or indirect parent at a redemption price (expressed as a percentage of 107.75% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest interest, and Additional Amounts, if any, (each a “Redemption Price”), to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest interest, and Additional Amounts, if any, due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains Notes issued under the Indenture remain outstanding immediately after the occurrence of each any such redemption (with Securities heldexcluding Notes, directly or indirectlyas applicable, held by the Issuer or Company and its Affiliates being deemed to be not outstanding for purposes of such calculationSubsidiaries); and (2) notice the redemption must occur within 60 days of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, closing of such offering or the Issuer shall be entitled at its option to redeem all or a portion making of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)such capital contribution.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to The Company may redeem all or a portion part of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed Notes from time to time in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 accordance with Article 5 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities Indenture at a redemption price equal to the greater of (a) 100% of the principal amount of the Securities Notes and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points plus with respect to each of the Applicable Premium as ofNotes, and accrued and unpaid interest tointerest, including Additional Interest, if any, on the principal amount being redeemed to the date of redemption. ‘‘Treasury Rate’’ means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediate preceding week, appearing in the most recently published statistical release designated ‘‘H.15(519)’’ or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption ‘‘Treasury Constant Maturities,’’ for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the redemption date (subject rate per annum equal to the right semi-annual equivalent yield to maturity of Holders of record the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the relevant record date to receive interest due on third business day preceding the relevant interest payment redemption date).

Optional Redemption. Except as set forth belowAt any time prior to February 15, 2023, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeNotes, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to, but excluding, the Redemption Date (subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). On and after February 15, 2023, the Issuer may redeem the Notes, in whole or in part, at the following redemption date prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below: Year Percentage 2023 103.063 % 2024 101.531 % 2025 and thereafter 100.000 % In addition, until February 15, 2023, the Issuer may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest payment date)thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Section 3.07 of the Indenture.

Optional Redemption. Except as set forth belowOn or after August 15, the Issuer shall not be entitled to 2016, we may redeem the Securities. On and after May 15Notes, 2017in whole or in part, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued interest and unpaid interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12twelve-month period commencing beginning on May August 15 of the years set forth indicated below: Period Redemption Price Year Percentage 2016 106.000 % 2017 105.156 104.000 % 2018 103.438 102.000 % 2019 101.719 % 2020 and thereafter 100.000 % In additionNotwithstanding the foregoing, at any time on or prior to May August 15, 20172016, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes theretofore issued prior to such date under this Indenture at a redemption price (expressed as a percentage Redemption Price equal to 108.000% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest interest, if any, thereon to the redemption date Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, provided that (1i) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains the Notes originally issued under this Indenture remain outstanding immediately after the occurrence of following each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2ii) notice of such redemption has been given shall occur within 90 days after of the date closing of any such Equity Offering. Notice of any redemption upon any such Equity Offering may be given prior to the completion thereof, and any redemption of Notes at the Company’s option may, if so provided in the applicable redemption notice, be made subject to the satisfaction of one or more conditions precedent including, but not limited to, completion of the related Equity Offering. Prior In addition, at any time prior to May August 15, 20172016, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes at a redemption price Redemption Price equal to the sum of (i) 100% of the principal amount of the Securities thereof, plus (ii) the Applicable Premium as ofof the date of redemption, and plus (iii) accrued and unpaid interest tointerest, if any, to the redemption date (of redemption, subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesNotes. On and after May January 15, 20172010, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May January 15 of the years set forth below: Redemption Period Redemption Price 2017 105.156 ------ ---------- 2010 105.50% 2018 103.438 2011 102.75% 2019 101.719 % 2020 2012 and thereafter 100.000 100.00% In addition, at any time prior to May January 15, 20172009, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875111.00%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Public Equity OfferingsOfferings following which there is a Public Market; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Public Equity Offering. Prior to May January 15, 20172010, the Issuer Company shall be entitled at its option to redeem all or a portion all, but not less than all, of the Securities Notes at a redemption price equal to 100100.00% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth belowOn or after June 15, 2020, the Issuer shall not be entitled to redeem the Securities. On and after May 15may, 2017, the Issuer shall be entitled at its option to option, redeem all or a any portion of the Securities Notes, at once or over time, upon not less than 30 days nor more than 60 days’ days prior notice, . The Notes may be redeemed at the redemption prices (expressed in percentages of principal amount on the redemption date)set forth below, plus accrued interest to and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), if ) calculated by us. The following prices are for Notes redeemed during the 12-month period commencing on May June 15 of the years set forth below, and are expressed as percentages of principal amount: Period Redemption Year Price 2017 105.156 2020 102.750 % 2018 103.438 2021 101.833 % 2019 101.719 2022 100.917 % 2020 2023 and thereafter 100.000 % In addition, A-2 Optional Redemption with Equity Proceeds: 35% at any time prior to May 105.500% of plus accrued and unpaid interest until June 15, 20172018. Make-Whole Redemption: Make-whole redemption at Treasury Rate + 50 bps until June 15, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an 2020. Change of Control Offer: 101% of aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%thereof, plus accrued and unpaid interest to the redemption date interest. Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Mitsubishi UFJ Securities (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateUSA), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Inc. Co-Manager: Credit Suisse Securities (USA) LLC Trade Date: May 15, 2015 Settlement Date (Issue Date): June 1, 2015 (T+10) The Issuer expects to deliver the Notes against payment for the Notes on or about June 1, 2015, which includes Additional Securities, if any) remains outstanding immediately after will be the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after tenth business day following the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion pricing of the Securities at a redemption price equal Notes (this settlement cycle being referred to 100% as “T+10”). Under Rule 15c6-1 of the principal amount Exchange Act, trades in the secondary market generally are required to settle in three business days, unless parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+10, to specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisor. Distribution: 144A and Reg S for life. CUSIP Numbers/ISINs: 29273A AA4 / US29273AAA43 (144A) U29199 AA1 / USU29199AA19 (Reg S) This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to qualified institutional buyers, as defined in Rule 144A under the Securities plus the Applicable Premium as ofAct, and accrued outside the United States solely to non-U.S. persons, as defined under Regulation S under the Securities Act. This communication does not constitute an offer to sell the Notes and unpaid interest to, is not a solicitation of an offer to buy the redemption date (subject Notes in any jurisdiction where the offer or sale is not permitted. Any disclaimers or other notices that may appear below are not applicable to the right this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).this communication being sent via Bloomberg email or another communication system. EXHIBIT B FORM OF JOINDER AGREEMENT

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the Securities. On and after May June 15, 20172019. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ noticeprior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at the following redemption prices (expressed in percentages as a percentage of principal amount amount), plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2019 104.969 % 2020 103.313 % 2021 101.656 % 2022 and thereafter 100.000 % In addition, at any time prior to June 15, 2019, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date). Notwithstanding the foregoing, at any time and from time to time on or prior to June 15, 2019, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) equal to 106.625% plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date); provided, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionhowever, that at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 50% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) issued prior to must remain outstanding after each such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued redemption; and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, howeverfurther, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given shall occur within 90 180 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed or otherwise in accordance with the procedures of the related Equity OfferingDepository and otherwise in accordance with the procedures set forth in the Indenture. Prior In addition, if such redemption is subject to May 15satisfaction of one or more conditions precedent, 2017, the Issuer such notice of redemption shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as ofdescribe each such condition, and accrued and unpaid interest toif applicable, shall state that, in the Issuers’ discretion, the redemption date (subject may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed. Notice of any redemption in respect of an Equity Offering may be given prior to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)completion thereof.

Optional Redemption. Except as set forth belowbelow and in Section 6, the Issuer shall not be entitled to redeem the Securities. On The Notes will be redeemable, in whole or in part, at the Issuer’s option at any time, upon at least 30 days’ and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest notice to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Holders, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities plus the Applicable Premium as ofsuch Notes, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points (the greater of (1) and unpaid (2), the “Optional Redemption Premium”), plus in each case, accrued interest to, thereon to (but not including) the date of redemption. Notice of optional redemption pursuant to this Section 5 will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (subject or portions thereof) to the right of Holders of record be redeemed on the relevant record redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to receive interest due accrue on the relevant interest payment date)such Securities (or such portions thereof) called for redemption.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. (a) On and after May 15April 1, 2017, 2023 the Issuer shall be entitled at its option to Issuers may redeem all or a portion or, from time to time, part of the Securities Notes, upon not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed in percentages as a percentage of the principal amount amount) plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of the Holders of record on the redemption relevant record date to receive interest due on the relevant interest payment date), plus accrued if redeemed during the twelve-month period beginning on April 1 of the years indicated below: Year Redemption Price 2023 103.750 % 2024 101.875 % 2025 101.250 % 2026 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or the portion thereof called for redemption on the applicable redemption date. Any such redemption and notice may, in the Issuers’ discretion, be subject to the redemption satisfaction of one or more conditions precedent. In connection with any tender offer or other offer to purchase for all of the Notes, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ notice following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (other than any incentive payment for early tenders), plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during . In determining whether the 12-month period commencing on May 15 Holders of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 90% of the aggregate principal amount of the Securities (which includes Additional Securitiesthen outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer or other offer to purchase for all of the Notes, if any) issued prior to such date at a redemption price (expressed as a percentage applicable, Notes owned by an Affiliate of principal amount) the Issuers or by funds controlled or managed by any Affiliate of 106.875%the Issuers, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)or any successor thereof, with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being shall be deemed to be not outstanding for the purposes of any such calculation); tender offer or other offer, as applicable. If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and (2) notice of no interest shall accrue on any amount that would have been otherwise payable on such redemption has been given within 90 days after date if it were a Business Day for the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)intervening period.

Optional Redemption. Except as set forth below, the Issuer Issuers shall not be entitled to redeem the SecuritiesNotes. On and after May 15April 1, 20172015, the Issuer Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 April 1 of the years set forth below: Period Redemption Price 2015 104.000 % 2016 102.667 % 2017 105.156 101.333 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15April 1, 20172013, the Issuer Issuers shall be entitled at its their option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875108%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Issuers or its Affiliates being deemed to be not outstanding for purposes of such calculationtheir Affiliates); and (2) notice of each such redemption has been given occurs within 90 180 days after the date of the related Qualified Equity Offering. Prior to May 15April 1, 20172015, the Issuer Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes (which includes Additional Notes, if any) at a redemption price equal to the sum of 100% of the principal amount of the Securities Notes (which includes Additional Notes, if any) plus the Applicable Premium applicable Make-Whole Amount (as ofdefined in the Indenture) as of the redemption date, if any, and accrued and unpaid interest to, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Issuers shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth belowherein, the Issuer shall will not be entitled to redeem the SecuritiesNotes. On and after May 15January 31, 20172020, the Issuer shall will be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ noticenotice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of DTC, at the redemption prices (expressed in percentages of principal amount thereof on the redemption date)) set forth below, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record Interest Record Date falling on or prior to the date of redemption to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on May 15 of January 31 in the years set forth below: Period Year Redemption Price 2017 105.156 2020 104.625 % 2018 103.438 % 2019 101.719 % 2020 2021 and thereafter 100.000 % In additionPrior to January 31, 2020, the Issuer will be entitled at any its option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice delivered to each Holder by mail or in accordance with the applicable procedures of DTC at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date). Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date. Any time prior to May 15January 31, 20172020, the Issuer shall will be entitled at its option on one or more occasions to redeem Securities the Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof on the date of redemption) of 106.875109.250%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Equity OfferingsOfferings by the Parent Guarantor; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).that:

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the SecuritiesNotes. On and after May 15Prior to June 1, 20172024, the Issuer shall Notes will be entitled redeemable, in whole or in part, at its the Issuer’s option to redeem all or a portion of the Securities at any time, upon at least 30 days’ and not less than 30 nor more than 60 days’ noticenotice to the Holders, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal (at the redemption price set forth in the table below as if redeemed on June 1, 2024) and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) through June 1, 2024 discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points (the greater of (1) and (2), the “Optional Redemption Premium”), plus in each case, accrued interest thereon to the date of redemption. On and after June 1, 2024, the notes will be redeemable, in whole or in part, at the Issuer’s option at any time, upon at least 30 days’ and not more than 60 days’ notice to the Holders, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 June 1 of the years set forth below: Period Redemption Price 2017 105.156 2024 102.563 % 2018 103.438 2025 101.708 % 2019 101.719 2026 100.854 % 2020 2027 and thereafter 100.000 % In addition, Notice of optional redemption pursuant to this Section 5 will be mailed at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or least 30 days but not more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to than 60 days before the redemption date (subject to the right each Holder of Holders of record on the relevant record date Notes to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) be redeemed at least 65% of such aggregate his registered address. Notes in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of Securities $1,000. If money sufficient to pay the redemption price of and accrued interest on all Notes (which includes Additional Securities, if anyor portions thereof) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)or such portions thereof) called for redemption.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May February 15, 20172008. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May February 15 of the years set forth below: Period Redemption Price 2017 105.156 YEAR REDEMPTION PRICE ---- ---------------- 2008 105.875% 2018 103.438 2009 103.917% 2019 101.719 2010 101.958% 2020 2011 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May February 15, 20172006, the Issuer shall be entitled at its option on one or more occasions Company may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) issued prior to such date of the Company from it, at a redemption price (expressed as a percentage equal to 111.75% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of redemption. Any such redemption has been given shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the Securities. On and after May September 15, 20172019. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ noticeprior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at the following redemption prices (expressed in percentages as a percentage of principal amount amount), plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), if redeemed during the 12-month period commencing on September 15 of the years set forth below: Year Redemption Price 2019 104.313 % 2020 102.875 % 2021 101.438 % 2022 and thereafter 100.000 % In addition, at any time prior to September 15, 2019, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date). Notwithstanding the foregoing, at any time and from time to time on or prior to September 15, 2019, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) equal to 105.750% plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date); provided, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionhowever, that at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 50% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) issued prior to must remain outstanding after each such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued redemption; and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, howeverfurther, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given shall occur within 90 180 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed or otherwise in accordance with the procedures of the related Equity OfferingDepository and otherwise in accordance with the procedures set forth in the Indenture. Prior In addition, if such redemption is subject to May 15satisfaction of one or more conditions precedent, 2017, the Issuer such notice of redemption shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as ofdescribe each such condition, and accrued and unpaid interest toif applicable, shall state that, in the Issuers’ discretion, the redemption date (subject may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed. Notice of any redemption in respect of an Equity Offering may be given prior to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)completion thereof.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesMarch 1, 2011. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 March 1 of the years set forth below: Period Year Redemption Price 2017 105.156 2011 105.125% 2018 103.438 2012 103.417% 2019 101.719 2013 101.708% 2020 2014 and thereafter 100.000 100.000% In addition, prior to March 1, 2011, the Company may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to May 15each Holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to March 1, 2009, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Company, in each case, to May 15, 2017, the Issuer shall be entitled at its option extent the net cash proceeds thereof are contributed to redeem all or a portion the common equity capital of the Securities Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 100110.250% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and unpaid interest tointerest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

Optional Redemption. Except as set forth belowAt any time prior to the end of the Non-Call Period, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may on any one or more occasions redeem all or a portion part of the Securities, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Securities upon not less than 30 nor more than 60 days’ noticeredeemed, at times the redemption prices (expressed in percentages of principal amount on the redemption date)Applicable Premium as of, plus and accrued interest and unpaid interest, if any, to the redemption date (of redemption, subject to the right rights of Holders holders of record Securities on the relevant record date to receive interest due on the relevant interest payment date. Except pursuant to this Section 5 or Sections 4.09(h), if redeemed during the 12-month period commencing on May 15 4.18(h) or 4.19 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionIndenture, the Securities will not be redeemable at any time the Company’s option prior to May 15, 2017the end of the Non-Call Periods. On or after the Non-Call Period, the Issuer shall be entitled at its option Company may on any one or more occasions to redeem Securities (which includes Additional all or a part of the Securities, if any) upon notice as provided in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Indenture, at the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price prices (expressed as a percentage percentages of principal amount) of 106.875%set forth below, plus accrued and unpaid interest interest, if any, on the Securities redeemed, to the redemption applicable date (of redemption, if redeemed during any twelve-month period beginning on the date following the expiration of the Non-Call Period, subject to the right rights of Holders holders of record Securities on the relevant record date to receive interest due on the relevant interest payment date): Year Following Expiration of the Non-Call Period Redemption Price Year 1 106.000 % Year 2 103.000 % Year 3 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, with interest will cease to accrue on the Securities or portions thereof called for redemption on the applicable redemption date. If the optional redemption date is on or after an amount not to exceed interest record date and on or before the net cash proceeds from one or more Equity Offerings; providedrelated interest payment date, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional the accrued and unpaid interest on the Securities, if any) remains outstanding immediately after , will be paid to the occurrence Person in whose name the Security is registered at the close of each business on such record date, and no additional interest will be payable to holders whose Securities will be subject to redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) Company. The Company shall cause notice of such redemption has been given within 90 to be mailed by first class mail (or, in the case of Global Securities, based on a method as DTC may require) at least 30 but not more than 60 days after before the redemption date to each holder of the related Equity Offering. Prior Securities to May 15, 2017, the Issuer shall be entitled redeemed at its option registered address, except that redemption notices may be mailed more than 60 days prior to redeem all or a portion redemption date if the notice is issued in connection with a defeasance of the Securities at or a redemption price equal to 100% satisfaction and discharge of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)this Indenture.

Optional Redemption. Except as set forth below, the Issuer shall Securities will not be entitled redeemable at the option of the Company prior to redeem the SecuritiesJuly 15, 2003. On and after May 15, 2017such date, the Issuer shall Securities will be entitled redeemable, at its option to redeem all the Company's option, in whole or a portion of the Securities in part, at any time upon not less than 30 nor more than 60 days’ noticedays prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on July 15 of the years set forth below: PERIOD REDEMPTION PRICE 2003 105.375% 2004 103.583% 2005 101.792% 2006 and thereafter 100.000% In addition, at any time and from time to time prior to July 15, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 110.75% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); PROVIDED, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionHOWEVER, that at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the aggregate original principal amount of the Securities (which includes Additional Securities, if any) issued prior to must remain outstanding after each such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offeringsredemption; provided, howeverPROVIDED FURTHER, that (1) at least 65% each such redemption occurs within 90 days of the date of closing of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after Equity Offering. Upon the occurrence of a CHANGE OF CONTROL, unless the Company shall have exercised its right to redeem the Securities as described in SECTION 5.1 of the Indenture, each such redemption (with Securities held, directly Holder will have the right to require the Company to repurchase all or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes any part of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Holder's Securities at a redemption purchase price in cash equal to 100101% of the principal amount thereof plus accrued and unpaid interest, if any, to the CHANGE OF CONTROL PAYMENT DATE. In the case of any partial redemption, selection of the Securities plus for redemption will be made by the Applicable Premium Trustee on a pro rata basis, by lot or by such other method as ofthe Trustee in its sole discretion shall deem to be fair and appropriate, and accrued and unpaid interest toalthough no Securities of $1,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption date (subject relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the right unredeemed portion thereof will be issued in the name of Holders the holder thereof upon cancellation of record on the relevant record date to receive interest due on the relevant interest payment date)original Security.

Optional Redemption. Except as set forth belowherein, the Issuer shall will not be entitled to redeem the SecuritiesNotes. On and after May 15March 31, 20172020, the Issuer shall will be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ noticenotice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of DTC, at the redemption prices (expressed in percentages of principal amount thereof on the redemption date)) set forth below, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record Interest Record Date falling on or prior to the date of redemption to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on May 15 of March 31 in the years set forth below: Period Year Redemption Price 2017 105.156 2020 104.625 % 2018 103.438 % 2019 101.719 % 2020 2021 and thereafter 100.000 % In additionPrior to March 31, 2020, the Issuer will be entitled at any its option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice delivered to each Holder by mail or in accordance with the applicable procedures of DTC at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date). Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date. Any time prior to May 15March 31, 20172020, the Issuer shall will be entitled at its option on one or more occasions to redeem Securities the Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof on the date of redemption) of 106.875109.250%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Equity OfferingsOfferings by the Parent Guarantor; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).that:

Optional Redemption. Except as The Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after July 15, 2024, at the applicable redemption price set forth below, the Issuer shall not . The Notes will be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, so redeemable at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the 12-month period commencing on July 15 of the years set forth below: Redemption Period Price 2024 102.313% 2025 101.156% 2026 and thereafter 100.000% In addition, at any time and from time to time after the Escrow Release Date and prior to July 15, 2024, the Company at its option may redeem Notes in an aggregate principal amount equal to up to 40.0% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount not exceeding the aggregate proceeds of one or more Equity Offerings consummated after the Escrow Release Date, at a redemption price (expressed as a percentage of principal amount thereof) of 104.625%, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date); provided, however, that if Notes are redeemed pursuant to this paragraph, an aggregate principal amount of Notes equal to at least 50.0% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes) must remain outstanding immediately after each such redemption of Notes (unless all the Notes not redeemed under this paragraph are concurrently being redeemed under any other applicable provision of this Indenture). Any amount payable in any such redemption may be funded from any source. Any notice of any such redemption may be given prior to the completion of the related Equity Offering, but in no event may be given more than 180 days after the completion of the related Equity Offering. 106 At any time and from time to time after the Escrow Release Date and prior to July 15, 2024, Notes may also be redeemed in whole or in part, at the Company’s option, at a price equal to 100.0% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Notwithstanding the foregoing, in connection with any tender offer for any Notes, if Holders of not less than 90% in the aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any other Person making such tender offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to the highest price offered to each Holder in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest to but excluding the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date falling prior to or on the Redemption Date). Except as set forth in Section 1010, any redemption of Notes may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017applicable, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of Company should notify the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% Trustee of such aggregate principal amount of Securities (which includes Additional SecuritiesRedemption Date, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, Notes to be redeemed in accordance with Section 1003. The Company may provide in any redemption notice that payment of the redemption date price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Except with respect to a Special Mandatory Redemption, any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the right satisfaction (or, waiver by the Company in its sole discretion) of Holders one or more conditions precedent, which may include consummation of record on any related Equity Offering or the relevant record date occurrence of a Change of Control. If such redemption or notice is subject to receive interest due on satisfaction of one or more conditions precedent, such notice may state that, in the relevant interest payment dateCompany’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed.

Optional Redemption. Except as set forth described below, the Issuer shall Notes are not be entitled to redeemable at the Issuers’ option until December 1, 2012. From and after December 1, 2012, the Issuers may redeem the Securities. On and after May 15Notes, 2017in whole or in part, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeprior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the redemption prices Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: Year Percentage 2012 106.000 % 2013 103.000 % 2014 and thereafter 100.000 % In addition, prior to December 1, 2012, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption date (price equal to 112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding, the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, if redeemed during with the 12-month period commencing on May 15 net proceeds of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions Equity Offerings of the Issuers or any direct or indirect parent of the Issuers to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not the extent such net proceeds are contributed to exceed 35the Issuers; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Securities (which includes Additional SecuritiesIndenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. At any time prior to the final maturity date of the Notes, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any) issued prior , to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%but excluding the Redemption Date, plus accrued and unpaid interest to the redemption date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at At any time prior to May April 15, 20172018, the Issuer shall be entitled at its option may on one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes issued prior to such date under the Indenture at a redemption price (expressed as a percentage equal to 106.250% of the principal amount) amount of 106.875%the Notes to be redeemed, plus accrued and unpaid interest to (if any) thereon to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not equal to exceed the net cash proceeds received by the Issuer from one or more Equity Offerings; provided, however, that (1i) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains the Notes initially issued on the Issue Date under this Indenture remain outstanding immediately after the occurrence of each following such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2ii) notice of any such redemption has been given shall be made within 90 days after of the date of the related closing of any such Equity Offering. Prior At any time prior to May January 15, 20172023, the Issuer Notes shall be entitled redeemable, in whole or in part, at its the option to redeem all or a portion of the Securities Issuer at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities Notes to be redeemed, or (ii) the sum of the present values of the Remaining Scheduled Payments (excluding accrued interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus the Applicable Premium as of50 basis points, and together with, in each case, accrued and unpaid interest toon the principal amount of the Notes to be redeemed to the date of redemption. The redemption price for Notes that are redeemed on or after January 15, 2023 will be equal to the sum of 100% of the principal amount of the Notes to be redeemed, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the redemption date (subject Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the right Change of Holders Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of record on the relevant record principal amount thereof plus accrued and unpaid interest to but excluding the date to receive interest due on the relevant interest payment date)of redemption.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May 15, 20172004. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days’ days prior notice, at the following redemption prices (expressed in is percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest thereon, and Additional Amounts in respect thereof, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Year Price 2017 105.156 -------------------------------------- 2004 104.688% 2018 103.438 2005 103.125% 2019 101.719 2006 101.563% 2020 2007 and thereafter 100.000 100.000% In addition, at any time prior to May 15, 20172002, the Issuer shall be entitled at its option on one or more occasions Company may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities with the Net Cash Proceeds of one or more Equity Offerings (which includes Additional Securitiesi) by the Company or (ii) by Holdings to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, if any) issued prior to such date at a redemption price (expressed as a percentage equal to 109 3/8% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest on, and any Additional Amounts in respect of, the Securities, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus remains outstanding. Any such redemption by the Applicable Premium Company shall be made within 90 days of such related Equity Offering by the Company or Holdings, as ofthe case may be, and accrued must be made upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes being redeemed and unpaid interest to, otherwise in accordance with the redemption date (subject to procedures set forth in the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth belowSubject to compliance with Section 10.2 of ------------------- the Indenture, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion Outstanding Auction Rate Series 1997-1 Notes of the Securities upon not less than 30 nor more than 60 days’ noticeany series may, at the redemption prices (expressed option of the Corporation and from amounts credited to the Retirement Account for such purpose, be redeemed on any Interest Rate Adjustment Date for such series or any regularly scheduled Interest Payment Date for such series, in percentages whole or in part, at a Redemption Price equal to 100% of principal amount on the redemption date), Principal Amount of Auction Rate Series 1997-1 Notes to be so redeemed plus accrued interest thereon to the redemption date (subject Redemption Date. Subject to compliance with Section 10.2 of the Indenture, Outstanding Series 1997-1F Notes and Series 1997-1K Notes may, at the option of the Corporation and from amounts credited to the right of Holders of record Retirement Account for such purpose, be redeemed on the relevant record ____________________, and on any date to receive interest due on the relevant interest payment date)thereafter, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionin whole or in part, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price Redemption Prices (expressed as a percentage of principal amountPrincipal Amount) of 106.875%, set forth below plus accrued and unpaid interest to the redemption date Redemption Date: Redemption Redemption Period Price ----------------- ----- December 1, 2007, through November 30, 2008 102% December 1, 2008, through November 30, 2009 101% December 1, 209, and thereafter 100% Notwithstanding the foregoing, no Series 1997-1 Notes shall be redeemed pursuant to this subsection (subject E) unless the Trustee receives, at least forty-five (45) days prior to the right proposed Redemption Date (unless a shorter notice is satisfactory to the Trustee), a Corporation Certificate certifying that, based on a Cash Flow Projection, such redemption of Holders of record such Series 1997-1 Notes will not materially adversely affect the Corporation's ability to pay Debt Service on the relevant record date Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to receive interest due on the relevant interest payment date)Outstanding Notes, with an amount not Administrative Expenses or Note Fees or to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject make required deposits to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Rebate Fund.

Optional Redemption. Except as set forth belowin the next three paragraphs, the Issuer shall Securities may not be entitled redeemed prior to redeem the SecuritiesJune 15, 2016. On and after May 15, 2017that date, the Issuer shall be entitled at its option to Company may redeem all or a portion of the Securities in whole at any time or in part from time to time upon not less than 30 nor more than 60 days’ notice, ' notice at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant related interest payment date), ): if redeemed during the 12-month period commencing on May 15 beginning June 15, of the years year set forth below: below Period Redemption Price Percentage 2016 106.656% 2017 105.156 104.438% 2018 103.438 102.219% 2019 101.719 % 2020 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May June 15, 2017, 2016 the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes including the original principal amount of any Additional Securities) with the proceeds of one or more Qualified Equity Offerings, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, 108.875% plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant related interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1i) at least 65% of such the aggregate principal amount of the Securities (which includes including the original principal amount of any Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities and be held, directly or indirectly, by Persons other than the Issuer or Company and its Affiliates being deemed to be not outstanding for purposes of Affiliates, after each such calculation); redemption and (2ii) notice of each such redemption has been given occurs within 90 180 days after the date of the related Qualified Equity Offering. Prior to May June 15, 20172016, the Issuer Company shall be entitled at its option to redeem all at any time and from time to time, in whole or a portion in part, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). In addition, Securities may be redeemed, at the option of the Company, at any time as a whole but not in part, on not less than 30 nor more than 60 days' notice, at 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Company or the Subsidiary Guarantors or the Pledgors, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Securities, any Additional Amounts as a result of a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any jurisdiction in which the Company, any Subsidiary Guarantor or any Pledgor (including any successor entity) is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (including the jurisdiction of each paying agent) (or any political subdivision or taxing authority thereof or therein) (a "Relevant Taxing Jurisdiction"), or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Issue Date and the Company, the Subsidiary Guarantors or the Pledgors, as the case may be, cannot avoid such obligations by taking reasonable steps to avoid them; provided, however, that (a) no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company, the Subsidiary Guarantors or the Pledgors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Securities or the Subsidiary Guarantee were then due, and (b) at the time any such redemption notice is given, such obligation to pay Additional Amounts must remain in effect. Prior to any such redemption of the Securities, the Company shall deliver to the Trustee or any paying agent an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred.

Optional Redemption. Except as set forth belowThe Securities shall be redeemable, at the Issuer shall not be entitled to redeem the Securities. On and Company's option, in whole or in part, at any time on or after May March 15, 20172003, the Issuer shall be entitled at its option and prior to redeem all or a portion of the Securities maturity, upon not less than 30 nor more than 60 days’ notice' prior notice mailed by first-class mail to each Holder's registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May March 15 of the years set forth below: Period Redemption Year Price 2017 105.156 ---- ----------- 2003 105.500% 2018 103.438 2004 103.667% 2019 101.719 2005 101.833% 2020 2006 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May March 15, 20172001, the Issuer shall be entitled at its option on one or more occasions Company may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35331/3% of the original aggregate principal amount of the Securities (which includes Additional Securitieswith the net cash proceeds of one or more Equity Offerings by the Company, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof) of 106.875%, 111.000% plus accrued and unpaid interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65662/3% of such the original aggregate principal amount of the Securities must remain outstanding after each such redemption; and provided further that such redemption shall occur within 360 days after the date on which any such Equity Offering is consummated. At any time prior to March 15, 2003, the Securities may be redeemed as a whole but not in part at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 or more than 60 days' prior notice (which includes Additional Securities, if any) remains outstanding immediately but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each such redemption (with Securities heldHolder's registered address, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and but unpaid interest interest, if any, to, the redemption date (date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth described below, the Issuer shall may not be entitled redeem the Securities prior to November 15, 2004. On or after such date, the Issuer may redeem the Securities. On and after May 15, 2017in whole or in part, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon on not less than 30 nor more than 60 days’ days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May November 15 of the years set forth below: Period Redemption Price 2017 105.156 REDEMPTION YEAR PRICE ------------------------------------------------- 2004 106.250% 2018 103.438 2005 103.313% 2019 101.719 % 2020 2006 and thereafter 100.000 100.000% In addition, at any time and from time to time on or prior to May November 15, 20172003, the Issuer shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Issuer or (ii) by the Company, if anyIntermediate Holdings or HDD Holdings to the extent the Net Cash Proceeds thereof are contributed to the Issuer or used to purchase Capital Stock (other than Disqualified Stock) issued prior to such date of the Issuer from the Issuer, at a redemption price (expressed as a percentage equal to 112.5% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that after giving effect to any such redemption: (1) at least 65% of such the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) remains outstanding immediately and (2) any such redemption shall be made within 90 days of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. In addition, at any time on or prior to November 15, 2004, the Securities may be redeemed as a whole but not in part at the option of the Issuer upon the occurrence of a, or if applicable each, Change of Control, upon not less than 30 or more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each such redemption (with Securities heldHolder's registered address, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% the sum of (1) the principal amount of the Securities plus thereof and (2) the Applicable Premium as of, and accrued and unpaid interest interest, if any, to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowOn or after June 1, 2013, the Issuer shall not be entitled to may redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled Notes at its option option, in whole at any time or in part from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each holder’s registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on June 1 of the years set forth below: Period Redemption Price 2013 105.625 % 2014 102.813 % 2015 and thereafter 100.000 % In addition, prior to June 1, 2013 the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during . Notwithstanding the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionforegoing, at any time and from time to time on or prior to May 15June 1, 20172012, the Issuer shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities Notes (which includes calculated after giving effect to any issuance of Additional SecuritiesNotes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof) of 106.875111.25%, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 6550% of such the original aggregate principal amount of Securities the Notes (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes) remains must remain outstanding immediately after the occurrence of each such redemption (with Securities heldredemption; provided, directly or indirectlyfurther, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of that such redemption has been given shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Notes being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to The Company may redeem the Securities. On and Notes, at its option, in whole at any time, or in part from time to time, on or after May April 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities 2024 upon not less than 30 15 nor more than 60 days’ notice, at the following redemption prices (expressed in as percentages of the principal amount amount) if redeemed during the twelve-month period commencing on April 15 of the redemption date)year set forth below, plus plus, in each case, accrued interest to and unpaid interest, if any, to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Interest Payment Date): Redemption Period Redemption Price 2017 105.156 2024 102.563 % 2018 103.438 2025 101.281 % 2019 101.719 % 2020 2026 and thereafter 100.000 % In addition, at any time, or from time to time, on or prior to May April 15, 20172024 the Company may, the Issuer shall be entitled at its option on option, use all or any portion of the net cash proceeds of one or more occasions Equity Offerings to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not up to exceed 3540.0% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes issued prior to such date at a redemption price (expressed as a percentage equal to 105.125% of the principal amount) of 106.875%, amount thereof plus accrued and unpaid interest interest, if any, to the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 6560.0% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) Notes issued remains outstanding immediately after any such redemption. In order to effect the occurrence foregoing redemption with the proceeds of each any Equity Offering, the Company shall make such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 more than 180 days after the date consummation of the related any such Equity Offering. Prior At any time, or from time to May time, prior to April 15, 20172024, the Issuer shall Notes may also be entitled redeemed in whole or in part, at its option to redeem all or a portion of the Securities Company’s option, at a redemption price equal to 100100.0% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and but unpaid interest interest, if any, to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Notwithstanding the foregoing, in connection with any tender for or other offer to purchase all of the Outstanding Notes, if Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender or other offer and the Company, or any other Person making such a tender or other offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer and accordingly, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all (but not less than all) of the Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender or other offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Any redemption of Notes may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if applicable, the Company should notify the Trustee of such Redemption Date, and the principal amount of Notes to be redeemed in accordance with Section 1003. The Company may provide in any redemption notice that payment dateof the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, which may include consummation of any related Equity Offering or other corporate transaction. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed.

Optional Redemption. Except as set forth belowThe Notes will be redeemable, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all in whole or a portion of the Securities upon not less than 30 nor more than 60 days’ noticein part, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionIssuer’s option, at any time prior from time to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities time at a redemption price equal to the greater of: (A) 100% of the principal amount of the Securities Notes to be redeemed and (B) the sum of the present values of the remaining scheduled payments of principal and interest thereon to maturity discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 50 basis points, plus accrued interest thereon to Redemption Date. Prior to October 15, 2016, the Applicable Premium as ofIssuer may, and with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount at maturity of the outstanding Notes (including Additional Notes) at a redemption price equal to 105.625% of the principal amount thereof (the “Redemption Price”), plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date; provided that at least 65% of the principal amount at maturity of Notes issued under this Indenture remains outstanding immediately after the occurrence of any such redemption date (subject excluding Notes held by the Issuer or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. Unless the Company defaults in payment of the Redemption Price, on or after the Redemption Date, interest will cease to the right of Holders of record accrue on the relevant record date Notes or portions thereof called for redemption. The provisions of Article Four of the Original Indenture shall apply in the case of a redemption pursuant to receive interest due on the relevant interest payment date)this Section 6.

Optional Redemption. Except as set forth belowOn or after December 15, 2013, the Issuer shall not be entitled to may redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled Notes at its option option, in whole at any time or in part from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each holder’s registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May December 15 of the years set forth below: Period Redemption Price 2017 105.156 2013 105.000 % 2018 103.438 2014 103.333 % 2019 101.719 2015 101.667 % 2020 2016 and thereafter 100.000 % In addition, prior to December 15, 2013 the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to May 15each holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional SecuritiesNotes redeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to and additional interest, if any, to, the applicable redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to December 15, 2011, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Issuer to May 15, 2017, the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer shall be entitled at its option or used to redeem all or a portion purchase Capital Stock (other than Disqualified Stock) of the Securities Issuer from it, at a redemption price equal to 100% (expressed as a percentage of the principal amount thereof) of the Securities 110.00%, plus the Applicable Premium as of, and accrued and unpaid interest toand additional interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth in this Section 5 and Section 6 below, the Issuer Senior Secured Notes shall not be entitled redeemable at the option of the Issuers prior to February 15, 2016. Thereafter, the Issuers may redeem the Securities. On and after May 15Senior Secured Notes at their option, 2017in whole or in part, the Issuer shall be entitled at its option any time or from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures), at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May February 15 of the years set forth below: . Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. Period Redemption Price 2016 103.438 % 2017 105.156 102.292 % 2018 103.438 101.146 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time and from time to time prior to May February 15, 20172016, the Issuer shall be entitled Issuers may redeem the Senior Secured Notes at its option on one their option, in whole or in part, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail to redeem Securities each holder’s registered address (which includes Additional Securitiesor otherwise delivered in accordance with applicable DTC procedures), if any) in an aggregate principal amount not at a redemption price equal to exceed 35100% of the aggregate principal amount of the Securities Senior Secured Notes redeemed plus the Applicable Premium (which includes Additional Securitiesas calculated by the Issuers or on behalf of the Issuers by such person as the Issuers shall designate) as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to and additional interest, if any, to, the applicable redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date). Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with an respect to such redemption may be performed by another Person. Notwithstanding the foregoing, at any time and from time to time prior to February 15, 2014, the Issuers may at their option redeem in the aggregate up to 35% of the original aggregate principal amount not of the Senior Secured Notes (calculated after giving effect to exceed any issuance of any Additional Senior Secured Notes) with the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly by BP I or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice any direct or indirect parent of BP I, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of BP I or any of its Subsidiaries or used to purchase Capital Stock (other than Disqualified Stock) of any such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15entity from it, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% (expressed as a percentage of the principal amount thereof) of the Securities 106.875%, plus the Applicable Premium as of, and accrued and unpaid interest toand additional interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Senior Secured Notes (calculated after giving effect to any issuance of any Additional Senior Secured Notes) remain outstanding after each such redemption; provided further, however, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Senior Secured Notes being redeemed and otherwise in accordance with the procedures set forth in the Senior Secured Notes Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

Optional Redemption. Except At any time prior to September 1, 2023, the Issuer may at its option on any one or more occasions redeem all or a part of the Notes, upon written notice as described in Section 11.05 of the Indenture, at a Redemption Price equal to 100.00% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date. On and after September 1, 2023, the Issuer may at its option redeem the Notes, in whole or in part, on any one or more occasions, upon notice as described in Section 11.05 of the Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, the Issuer shall plus accrued and unpaid interest, if any, to, but not be entitled to redeem the Securities. On and after May 15, 2017including, the Issuer shall be entitled at its option to redeem all or a portion applicable Redemption Date, if such Redemption Date for the Notes being redeemed occurs during the twelve-month period beginning on September 1 of each of the Securities upon not less than 30 nor more than 60 days’ noticeyears indicated below, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing an Interest Payment Date that is on May 15 of the years set forth belowor prior to such Redemption Date: Period Redemption Price 2017 105.156 Year Percentage 2023 101.938 % 2018 103.438 2024 100.969 % 2019 101.719 % 2020 2025 and thereafter 100.000 % In addition, at any time prior to May 15September 1, 20172023, the Issuer shall be entitled may, at its option option, upon notice as described in Section 11.05 of the Indenture, on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540.00% of the aggregate principal amount of Notes issued under the Securities Indenture (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes) issued prior to such date at a redemption price (expressed as a percentage Redemption Price equal to 103.875% of the aggregate principal amount) of 106.875%amount thereof, plus accrued and unpaid interest to thereon, if any, to, but not including, the redemption date (applicable Redemption Date, subject to the right of Holders of record of notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date)an Interest Payment Date that is on or prior to such Redemption Date, with an amount not of cash equal to exceed the net cash proceeds from one or more of an Equity OfferingsOffering by the Issuer; provided, however, that (1) at least 6560.00% of such the aggregate principal amount of Securities Notes issued under the Indenture (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes and excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (with Securities heldredemption; provided further, directly or indirectlyhowever, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of that each such redemption has been given occurs within 90 180 days after of the date of the related closing of each such Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below(a) Subject to Section 12.02(b), the Issuer Company shall not be entitled have the right to redeem prepay the Securities. On , in whole or in part, at any time on or after the Initial Optional Redemption Date, upon (i) not more than 45 days' written notice to the Debenture Trustee and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon (ii) not less than 30 days nor more than 60 days’ notice' written notice to the Holders, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as ofto be prepaid plus, and in each case, accrued and unpaid interest tothereon (including Additional Interest, if any) to the applicable date of prepayment (the "OPTIONAL REDEMPTION PRICE"); PROVIDED, HOWEVER, that the Company may only redeem such securities in whole if at the time of such redemption an Event of Default under Section 5.01(2) has occurred and is continuing. If the Securities are only partially redeemed pursuant to this Section 12.02, the redemption date (subject Securities to be redeemed shall be selected on a PRO RATA basis not more than 60 days prior to the right of Holders of record date fixed for prepayment from the outstanding Securities not previously called for prepayment; provided, however, that any such proration may be made on the relevant record date basis of the aggregate principal amount of Securities held by each Holder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $25 or integral multiples thereof shall be prepaid. The Optional Prepayment Price shall be paid prior to receive interest due 12:00 noon New York City time, on the relevant interest payment date)date of such prepayment or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Prepayment Price by 10:00 a.m., New York City time, on the date such Optional Prepayment Price is to be paid.

Optional Redemption. Except as set forth belowAt any time prior to March 22, 2025, the Issuer shall not Securities may be entitled redeemed, in whole or from time to redeem time in part, at a Redemption Price equal to the Securities. On and after May 15, 2017, sum of (A) 100.0% of the Issuer shall be entitled at its option to redeem all or a portion principal amount of the Securities upon not less than 30 nor more than 60 days’ noticeredeemed, at plus (B) the Make-Whole Premium as of the date of the redemption, plus (C) accrued and unpaid interest, if any thereon, to, but excluding, the date of the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record Record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date). At any time on or after March 22, if redeemed during 2025, the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionSecurities may be redeemed, in whole or from time to time in part, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities Redemption Prices (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% expressed as percentages of the aggregate principal amount of the Securities (which includes Additional Securities, if anyto be redeemed) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%set forth in the table below, plus accrued and unpaid interest to interest, if any, thereon to, but excluding, the redemption date Redemption Date (subject to the right of Holders of record Record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not during the twelve-month period beginning on March 22 of each of the years indicated below: Year Percentage 2025 101.813 % 2026 100.906 % 2027 100.000 % Any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to exceed the net cash proceeds from one or more Equity Offerings; providedconditions precedent, howeverincluding, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and any notice with respect to such redemption may be rescinded in the event that (1) any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed or such notice or offer may be rescinded at least 65% any time in the Issuer’s discretion if the Issuer reasonably believes that any or all of such conditions will not be satisfied or waived. Notwithstanding the foregoing, in connection with any tender offer for the Securities, including any offer to purchase Securities pursuant to Section 9.07 of the Indenture, if Holders of not less than 90% in aggregate principal amount of the outstanding Securities (which includes Additional Securitiesvalidly tender and do not withdraw such Securities in such tender offer and the Issuer, if any) remains outstanding immediately after or any third party making such tender offer in lieu of the occurrence Issuer, purchases all of each the Securities validly tendered and not withdrawn by such redemption (with Securities heldHolders, directly or indirectly, by the Issuer or its Affiliates being deemed to be such third party will have the right, upon not outstanding for purposes of less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15purchase date, 2017, the Issuer shall be entitled at its option to redeem (with respect to the Issuer) or repurchase (with respect to a third-party) all or a portion of the Securities that remain outstanding following such purchase at a redemption price Redemption Price equal to 100% the greater of (i) the principal amount of the Securities plus the Applicable Premium as of, highest price offered to any other Holder in such tender offer or other offer to purchase (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any holder in such tender offer payment) and (ii) par, plus accrued and unpaid interest (if any) thereon, to, but excluding the date of redemption date (or Redemption Date, subject to the right of Holders of record of the Securities on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date falling on or prior to the date of redemption or Redemption Date.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesMarch 1, 2011. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 March 1 of the years set forth below: Period Year Redemption Price 2017 105.156 2011 103.750 % 2018 103.438 2012 101.875 % 2019 101.719 % 2020 2013 and thereafter 100.000 % In addition, prior to March 1, 2011, the Company may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to May 15each Holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to March 1, 2010, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Company, in each case, to May 15, 2017, the Issuer shall be entitled at its option extent the net cash proceeds thereof are contributed to redeem all or a portion the common equity capital of the Securities Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 100107.500% of the principal amount of the Securities plus the Applicable Premium as ofthereof plus, and accrued and unpaid interest tointerest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Dollar Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May January 15, 20172014. Thereafter, the Issuer Dollar Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May January 15 of the years set forth below: Period Year Redemption Price 2014 104.969 % 2015 103.313 % 2016 101.656 % 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, prior to January 15, 2014, the Company may redeem the Dollar Securities at its option, in whole at any time prior or in part from time to May 15time, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Dollar Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2014, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Dollar Securities (calculated after giving effect to any issuance of Additional Dollar Securities), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice by Holdings or any direct or indirect parent of such redemption has been given within 90 days after Holdings or the date Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the related Equity Offering. Prior Company or used to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion purchase Capital Stock (other than Disqualified Stock) of the Securities Company from it, at a redemption price equal to 100106.625% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and unpaid interest tointerest, and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 50% of the original aggregate principal amount of the Dollar Securities (calculated after giving effect to any issuance of Additional Dollar Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Issuer Notes shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesNovember 15, 2024. On and after May November 15, 20172024, the Issuer Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeNotes (which, for the avoidance of doubt, includes Additional Notes) at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May November 15 of the years set forth below: Period Year Redemption Price 2017 105.156 2024 102.000% 2018 103.438 2025 101.333% 2019 101.719 2026 100.667% 2020 2027 and thereafter 100.000 100.000% In addition, at any time prior to May November 15, 20172022, the Issuer shall be entitled Company may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3535.0% of the aggregate principal amount of the Securities Notes (which which, for the avoidance of doubt, includes Additional Securities, if anyNotes) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875104.000%, plus accrued and unpaid interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (1a) after giving effect to any such redemption, at least 6550.0% of such the original aggregate principal amount of Securities the Notes (which includes excluding any Additional SecuritiesNotes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2b) notice of each such redemption has been given occurs within 90 days after the date of the related Qualified Equity Offering. Prior to May November 15, 20172024, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities Notes (which, for the avoidance of doubt, includes Additional Notes) at a redemption price equal to 100100.0% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest tointerest, if any, and Applicable Premium to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date). Calculation of the redemption price will be made by the Company or on the Company’s behalf by such person as it shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a Qualified Equity Offering, refinancing transaction or other corporate transaction. If any condition precedent has not been satisfied, the Company will provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date). Upon receipt of such notice, the notice of redemption shall be rescinded and the redemption of the Notes shall not occur. Upon receipt, the Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption was given.

Optional Redemption. Except as set forth stated below, the Issuer shall may not be entitled to redeem the SecuritiesNotes. On The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on and after May 15January 11, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice2020, at the following redemption prices (prices, expressed in as percentages of the principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)thereof, if redeemed during the 12twelve-month period commencing on May 15 January 11 of the years any year set forth below, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption: Period Redemption Price 2017 105.156 Year Percentage January 11, 2020 102.850 % 2018 103.438 January 11, 2021 101.900 % 2019 101.719 January 11, 2022 100.950 % 2020 January 11, 2023 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed shall not have the right to be not outstanding for purposes of exercise any such calculation); and (2) notice of optional redemption at any time when the Issuer is prohibited from having such redemption has been given within 90 days after an option under the date of the related Equity OfferingFacilities Agreement. Prior to May 15January 11, 20172020, the Issuer shall be entitled will have the right, at its option option, to redeem all or a portion any of the Securities Notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the Securities sum of the present value of the redemption price of the Notes to be redeemed at January 11, 2020 (such redemption price being set forth in the table appearing above) plus each remaining scheduled payment of interest thereon during the Applicable Premium period between the redemption date and January 11, 2020 (exclusive of interest accrued to the date of redemption), in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as ofdefined below) plus 50 basis points, and plus, in each case any accrued and unpaid interest toon the principal amount of the Notes, the redemption date (subject if any, to the date of redemption, provided, however, that the Issuer shall not have the right of Holders of record on to exercise any such optional redemption at any time when the relevant record date to receive interest due on Issuer is prohibited from having such an option under the relevant interest payment date)Facilities Agreement.

Optional Redemption. Except as set forth stated below, the Issuer shall may not be entitled to redeem the SecuritiesNotes. On Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on and after May 15March 19, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice2022, at the following redemption prices (prices, expressed in as percentages of the principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)thereof, if redeemed during the 12twelve-month period commencing on May 15 March 19 of the years any year set forth below, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to, but not including, the date of redemption: Period Redemption Price 2017 105.156 Year Percentage 2022 101.563 % 2018 103.438 2023 100.781 % 2019 101.719 % 2020 2024 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed shall not have the right to be not outstanding for purposes of exercise any such calculation); and (2) notice of optional redemption at any time when the Issuer is prohibited from having such redemption has been given within 90 days after an option under the date of the related Equity OfferingCredit Agreement. Prior to May 15March 19, 20172022, the Issuer shall be entitled will have the right, at its option option, to redeem all or a portion any of the Securities Notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the Securities sum of the present value of the redemption price of the Notes to be redeemed at March 19, 2022 (such redemption price being set forth in the table appearing above, the “First Call Date”) plus each remaining scheduled payment of interest thereon during the Applicable Premium period between the redemption date and the First Call Date (exclusive of interest accrued to, but not including, the date of redemption), in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Bund Rate (as ofdefined below) plus 50 basis points (the “Make-Whole Amount”), and plus, in each case any accrued and unpaid interest on the principal amount of the Notes, if any, to, but not including, the redemption date (subject to of redemption, provided, however, that the Issuer shall not have the right of Holders of record on to exercise any such optional redemption at any time when the relevant record date to receive interest due on Issuer is prohibited from having such an option under the relevant interest payment date)Credit Agreement.

Optional Redemption. Except as set forth belowThe Notes will be redeemable in whole or in part, at the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon Company at any time or from time to time, on at least 30 days, but not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest prior notice to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 holders of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionNotes, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed, or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points plus accrued interest to the date of the redemption which has not been paid. Sinking Fund: None. Delayed Delivery Contracts: None. Purchase Price: 99.421% of the principal amount, plus accrued interest, if any, from August 3, 2010. Expected Reoffering Price: 99.871% of the principal amount plus accrued interest, if any, from August 3, 2010, subject to change by the undersigned. Closing: 10:00 A.M. on August 3, 2010 at Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000; purchase price payable by electronic transfer of immediately available funds. Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the Prospectus Supplement or Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right public in that Relevant Member State prior to the publication of Holders a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of record on the relevant record date Securities to receive interest due on the relevant interest payment date).public in that Relevant Member State at any time:

Optional Redemption. (a) Except as set forth belowin subclauses (b) and (c) of this clause (5) or in clause 7(a), the Issuer shall will not be entitled have the option to redeem the Securities2029 Notes prior to June 15, 2024. On and or after May June 15, 20172024, the Issuer shall be entitled at its option to may redeem all or a portion part of the Securities 2029 Notes upon not less than 30 ten nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount amount) set forth below plus accrued and unpaid interest on the 2029 Notes redeemed, to the applicable 2029 Notes Redemption Date, if redeemed during the twelve-month period beginning on June 15 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on an Interest Payment Date that is on or prior to the 2029 Notes Redemption Date: Year Percentage 2024 102.063 % 2025 101.031 % 2026 and thereafter 100.000 % Notwithstanding the provisions of subclause (a) of this clause (5), at any time prior to June 15, 2024, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2029 Notes (including any Additional 2029 Notes) issued under the Indenture upon not less than ten nor more than 60 days’ notice, at a redemption date)price of 104.125% of the principal amount, plus accrued interest and unpaid interest, to the redemption date 2029 Notes Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment date2029 Notes Redemption Date), if redeemed during in an amount not greater than the 12-month period commencing on May 15 net cash proceeds of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35Equity Offerings by the Issuer; provided that at least 65% of the aggregate principal amount of the Securities 2029 Notes (which includes including any Additional Securities, if any2029 Notes) issued prior to such date at a redemption price under the Indenture (expressed as a percentage of principal amount) of 106.875%, plus accrued excluding 2029 Notes held by the Issuer and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if anyits Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by and the Issuer or its Affiliates being deemed to be not outstanding for purposes redemption occurs within 180 days of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related closing of such Equity Offering. Prior Notwithstanding the provisions of subclause (a) of this clause (5), at any time prior to May June 15, 20172024, the Issuer shall be entitled at its option to may also redeem all or a portion part of the Securities Notes, upon not less than ten nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities 2029 Notes redeemed plus the 2029 Notes Applicable Premium as of, and accrued and unpaid interest toto the 2029 Notes Redemption Date, the redemption date (subject to the right rights of Holders of record the 2029 Notes on the relevant record date to receive interest due on an Interest Payment Date that is prior to the relevant interest payment date)2029 Notes Redemption Date.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Issuer Notes shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesAugust 15, 2027. On and after May August 15, 20172027, the Issuer Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeNotes (which, for the avoidance of doubt, includes Additional Notes) at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securitiesunpaid interest, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%to, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest tobut excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on August 15 of the years set forth below: Year Redemption Price 2027 101.625 % 2028 101.083 % 2029 100.542 % 2030 and thereafter 100.000 % In addition, at any time prior to August 15, 2024, the Company may at its option on one or more occasions redeem in an aggregate principal amount not to exceed 35.0% of the aggregate principal amount of the Notes (which, for the avoidance of doubt, includes Additional Notes) originally issued at a redemption price (expressed as a percentage of principal amount) of 103.250%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest payment due on the relevant Interest Payment Date), with the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (a) after giving effect to any such redemption, at least 50.0% of the original aggregate principal amount of the Notes (excluding any Additional Notes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 90 days after the date of the related Qualified Equity Offering. Prior to August 15, 2027, the Company shall be entitled at its option to redeem all or a portion of the Notes (which, for the avoidance of doubt, includes Additional Notes) at a redemption price equal to 100.0% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Calculation of the redemption price will be made by the Company or on the Company’s behalf by such person as it shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a Qualified Equity Offering, refinancing transaction or other corporate transaction. If any condition precedent has not been satisfied, the Company will provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date). Upon receipt of such notice, the notice of redemption shall be rescinded and the redemption of the Notes shall not occur. Upon receipt, the Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption was given.

Optional Redemption. Except as set forth belowbelow and in Section 4.09(h) of the Indenture, the Issuer Company shall not be entitled to redeem the Securities. On and after May 15September 1, 20172023, the Issuer Company shall be entitled at its option option, on one or more occasions, to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeSecurities, at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus and accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), ) if redeemed during the 12-month period commencing on May 15 September 1 of the years set forth below: Period Redemption Price 2017 105.156 price 2023 102.563 % 2018 103.438 2024 101.281 % 2019 101.719 % 2020 and thereafter 2025 until maturity 100.000 % In addition, at any time prior to May 15September 1, 20172023, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875105.125%, plus and accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with cash in an amount not equal to exceed the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (1) at least 6560% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Qualified Equity Offering. Prior to May 15September 1, 20172023, the Issuer Company shall be entitled at its option option, on one or more occasions, to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth described below, the Issuer shall Notes are not be entitled to redeemable at the Company’s option until August 1, 2014. From and after August 1, 2014, the Company may redeem the Securities. On and after May 15Notes, 2017in whole or in part, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeprior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the redemption prices Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the redemption date (right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below: Year Percentage 2014 104.875 % 2015 102.438 % 2016 and thereafter 100.000 % In addition, prior to August 1, 2013, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 109.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, if redeemed during with the 12-month period commencing on May 15 net proceeds of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35Equity Offerings of the Company; provided that at least 65% of the sum of the aggregate principal amount of Notes remains outstanding immediately after the Securities occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. The Company will be entitled, at its option, to redeem the Notes in whole if at any time it becomes obligated to pay additional amounts on the Notes on the next interest payment date with respect to the Notes, but only if its obligation results from a change in, or an amendment to, the laws or treaties (which includes Additional Securitiesincluding any regulations or rulings promulgated thereunder) of a Relevant Tax Jurisdiction (or a political subdivision or taxing authority thereof or therein), or from a change in any official position regarding the interpretation, administration or application of those laws, treaties, regulations or rulings (including a change resulting from a holding, judgment or order by a court of competent jurisdiction), that becomes effective and is announced after the Issue Date (or, if anythe applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the Issue Date, such later date) issued prior and provided the Company cannot avoid the obligation after taking reasonable measures to such date do so. If the Company redeems the Notes in these circumstances, it will do so at a redemption price (expressed as a percentage equal to 100% of the principal amount) amount of 106.875%the Notes redeemed, plus accrued and unpaid interest interest, if any, and any other amounts due to the redemption date. If the Company becomes entitled to redeem the Notes in these circumstances, it may do so at any time on a redemption date (of its choice. However, the Company must give the Holders of the Notes being redeemed notice of the redemption not less than 30 days or more than 60 days before the redemption date and not more than 90 days before the next date on which it would be obligated to pay additional amounts. In addition, the Company’s obligation to pay additional amounts must remain in effect when it gives the notice of redemption. Notice of the Company’s intent to redeem the Notes shall not be effective until such time as it delivers to the Trustee both a certificate signed by two of its officers stating that the obligation to pay additional amounts cannot be avoided by taking reasonable measures and an opinion of independent legal counsel or an independent auditor stating that the Company is obligated to pay additional amounts because of an amendment to or change in law, treaties or position as described in the preceding paragraph. At any time prior to August 1, 2014, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to, but not including, the Redemption Date, subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not Interest Payment Date. In addition to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed Company’s rights to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017redeem Notes as set forth above, the Issuer shall be entitled Company may at its option to redeem all any time purchase Notes in open-market transactions, tender offers or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)otherwise.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to The Company may redeem the Securities. On and Notes, at its option, in whole at any time, or in part from time to time, on or after May April 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities 2026 upon not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed in as percentages of the principal amount amount) if redeemed during the twelve-month period commencing on April 15 of the redemption date)year set forth below, plus plus, in each case, accrued interest to and unpaid interest, if any, to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Interest Payment Date): Redemption Period Redemption Price 2017 105.156 2026 103.375% 2018 103.438 2027 101.688% 2019 101.719 % 2020 2028 and thereafter 100.000 100.000% In addition, at any time, or from time to time, on or prior to May April 15, 20172026 the Company may, the Issuer shall be entitled at its option on option, use all or any portion of the net cash proceeds of one or more occasions Equity Offerings to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not up to exceed 3540% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes issued prior to such date at a redemption price (expressed as a percentage equal to 106.75% of the principal amount) of 106.875%, amount thereof plus accrued and unpaid interest to interest, if any, to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 6560% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) Notes issued remains outstanding immediately after any such redemption. In order to effect the occurrence foregoing redemption with the proceeds of each any Equity Offering, the Company shall effect such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 more than 180 days after the consummation of any such Equity Offering (disregarding the date of the related Equity Offeringclosing of any over-allotment option with respect thereto). Prior In addition, at any time, or from time to May time on or prior to April 15, 20172026, the Issuer shall be entitled Company may, at its option option, redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to redeem all or a portion 10% of the Securities aggregate principal amount of the Notes issued at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). At any time, or from time to time, prior to April 15, 2026, the Notes may also be redeemed in whole or in part, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and but unpaid interest interest, if any, to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, in connection with any tender for or other offer to purchase all of the Outstanding Notes, if Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender or other offer and the Company, or any other Person making such a tender or other offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer and accordingly, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all (but not less than all) of the Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender or other offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Any redemption of Notes may be made upon notice delivered electronically or, at the Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if applicable, the Company should notify the Trustee of such Redemption Date, and the principal amount of Notes to be redeemed in accordance with Section 1003. The Company may provide in any redemption notice that payment dateof the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, which may include consummation of any related Equity Offering or other financing or corporate transaction. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed.

Optional Redemption. Except as set forth belowin the next paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May October 15, 20172001. Thereafter, the Issuer Securities shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeredeemable, at the Company's option, in whole or in part, at any time or from time to time at the following redemption prices (expressed in percentages of principal amount on the redemption dateamount), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May October 15 of the years set forth below: Period Redemption Price 2017 105.156 Percentage ---------------------- ----------- 2001 105.188% 2018 103.438 2002 102.594% 2019 101.719 % 2020 2003 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May October 15, 20171999, the Issuer shall be entitled at its option on one or more occasions Company may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Securities with the Securities (proceeds of one or more Equity Offerings following which includes Additional Securitiesthere is a Public Market, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, 110.375% plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) either at least 65% $18.0 million aggregate principal amount of Securities must remain outstanding after each such redemption or such redemption must retire the Securities in their entirety. Notwithstanding the preceding two paragraphs, the Company will not be permitted to redeem the Existing Securities unless, substantially concurrently with such redemption, the Company redeems an aggregate principal amount of Securities (rounded to the nearest integral multiple of $1,000) equal to the product of: (1) a fraction, the numerator of which includes Additional Securities, if any) remains is the aggregate principal amount of Existing Securities to be so redeemed and the denominator of which is the aggregate principal amount of Existing Securities outstanding immediately after the occurrence of each prior to such proposed redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the aggregate principal amount of Securities outstanding immediately prior to such proposed redemption. Similarly, the Company will not be permitted to redeem the Securities plus the Applicable Premium as ofunless, and accrued and unpaid interest tosubstantially concurrently with such redemption, the redemption date Company redeems an aggregate principal amount of Existing Securities (subject rounded to the right nearest integral multiple of Holders $1,000) equal to the product of: (1) a fraction, the numerator of record on which is the relevant record date aggregate principal amount of Securities to receive interest due on be so redeemed and the relevant interest payment date)denominator of which is the aggregate principal amount of Securities outstanding immediately prior to such proposed redemption and (2) the aggregate principal amount of Existing Securities outstanding immediately prior to such proposed redemption.

Optional Redemption. Except as set forth belowAt any time prior to September 30, 2022, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to may redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days’ noticenotice as described in Section 1105 of the Indenture, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period a Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to, but excluding, the redemption date Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and after September 30, 2022, the Issuer may redeem the Notes, in whole or in part, upon notice as described in Section 1105 of the Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on September 30 of each of the years indicated below: Year Percentage 2022 102.500% 2023 101.250% 2024 and thereafter 100.000% In addition, until September 30, 2022, the Issuer may, at its option, upon notice as described in Section 1105 of the Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest payment date)thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net 139 cash proceeds are received by or contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. Except as set forth belowPrior to May 15, 2028, the Issuer shall not be entitled to may redeem the Securities. On and after May 152028 Notes, 2017, the Issuer shall be entitled at its option to redeem all in whole or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionpart, at any time prior and from time to May 15time, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amountamount and rounded to three decimal places) equal to the greater of: (i) 100.0% of 106.875%the principal amount of the 2028 Notes to be redeemed and (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the 2028 Make-Whole Redemption Date (assuming, in each case, that such 2028 Notes matured on the 2028 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, less (b) interest accrued to the 2028 Make-Whole Redemption Date; plus, in either case, accrued and unpaid interest thereon to, but excluding, the 2028 Make-Whole Redemption Date (a “2028 Make-Whole Redemption”). The Issuer shall notify the Paying Agent of the 2028 Make-Whole Premium by delivering to the redemption date (subject to Paying Agent, on or before the right of Holders of record on applicable 2028 Make-Whole Redemption Date, an Officer’s Certificate showing the relevant record date to receive interest due on calculation thereof in reasonable detail, and neither the relevant interest payment date), with an amount not to exceed Trustee nor the net cash proceeds from one Paying Agent shall have any responsibility for verifying or more Equity Offerings; provided, however, that (1) at least 65% of otherwise for such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately calculation. On or after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 20172028 Par Call Date, the Issuer shall be entitled may redeem the 2028 Notes, in whole or in part, at its option any time and from time to redeem all or a portion of the Securities time, at a redemption price equal to 100% of the principal amount of the Securities 2028 Notes being redeemed, plus the Applicable Premium as of, and accrued and unpaid interest thereon to, but excluding, the redemption date (date. Notwithstanding the foregoing, the payment of accrued but unpaid interest in connection with the redemption of the 2028 Notes is subject to the right rights of Holders a Holder of record the 2028 Notes on the relevant a record date for the payment of interest whose Notes are to be redeemed on or after such record date but on or prior to the related Interest Payment Date to receive interest due on the relevant interest payment date)such Interest Payment Date.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the SecuritiesNotes. On and after May April 15, 20172015, the Issuer shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 April 15th of the years set forth below: Period Redemption Price 2015 104.969 % 2016 103.313 % 2017 105.156 101.656 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, prior to April 15, 2015, the Issuer may redeem Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). During any twelve month period prior to May April 15, 20172015, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 103%, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, prior to April 15, 2015, the Issuer shall upon not less than 30 nor more than 60 days’ notice, be entitled at its their option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of 106.625% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity OfferingsOfferings (1) by Holdings or (2) by any direct or indirect parent of Holdings, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of Holdings or used to purchase Capital Stock (other than Disqualified Stock) of Holdings from it; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of each such redemption has been given occurs within 90 days after the date consummation of the related Equity Offering. Prior to May 15, 2017Notwithstanding the foregoing, the Issuer shall may at any time and from time to time purchase Notes in the open market or otherwise. Notice of any redemption upon any Equity Offering may be entitled given prior to the completion thereof, and any such redemption or notice may, at its option Holding’s discretion, be subject to redeem all one or a portion more conditions precedent, including, but not limited to, completion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)related Equity Offering.

Optional Redemption. Except as set forth in the next two paragraphs below, the Issuer shall Securities may not be entitled redeemed at the option of the Company prior to redeem the SecuritiesJuly 15, 2003. On and after May 15, 2017that date, the Issuer shall be entitled at its option to Company may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount on the redemption dateAccreted Value), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant related interest payment date), ): if redeemed during the 12-month period commencing on May July 15 of the years set forth below: Period Redemption Price 2017 105.156 PERIOD PERCENTAGE 2003 106% 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % 2004 100 In addition, at any time prior to May July 15, 20172001, the Issuer shall be entitled at its option on one or more occasions Company may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount at maturity of Securities with the Securities (proceeds of a Public Equity Offering following which includes Additional Securitiesthere is a Public Market, if any) issued prior at any time or from time to such date time, at a redemption price (expressed as a percentage of principal amountAccreted Value) of 106.875%112% plus accrued interest to redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date); PROVIDED, HOWEVER, that at least $65.0 million principal amount at maturity of Securities remains outstanding and is held, directly or indirectly, by Persons other than the Company and its Affiliates, after each such redemption and that any such redemption occurs within 60 days following the closing of any such Public Equity Offering. The Securities may be redeemed, at the option of Millenium, at any time as a whole but not in part, on not less than 30 nor more than 60 days' written notice to each Holder, at 100% of the Accreted Value thereof, plus accrued and unpaid interest to the date of redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Company or the Subsidiary Guarantors, as the case may be, has become or would become obligated for reasons outside of its control, and after taking reasonable measures to avoid such obligation, to pay, on the next date on which any amount would be payable with respect to the Securities, any Additional Amounts on the Securities or Subsidiary Guarantees pursuant to the terms and conditions thereof as a result of a change in or an amount not amendment to exceed the net cash proceeds from one laws (including any regulations or more Equity Offerings; providedrulings promulgated thereunder) of the Cayman Islands, howeverLiberia or Cyprus (or any relevant jurisdiction, that (1) at least 65% political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such aggregate principal amount laws, regulations or rulings (including a holding by a court of Securities (competent jurisdiction), which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly change or indirectly, by the Issuer amendment is announced or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days becomes effective on or after the date of this Offering Circular; PROVIDED, HOWEVER, that (a) no such notice of redemption shall be given earlier than 60 days prior to the related Equity Offeringearliest date on which the Company or the Subsidiary Guarantors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Securities or the Subsidiary Guaranty were then due, and (b) at the time any such redemption notice is given, such obligation to pay Additional Amounts must remain in effect. Prior to May 15, 2017any redemption of the Securities, the Issuer Company shall be deliver to the Trustee or any paying agent an Officer's Certificate stating that Millenium is entitled at its option to redeem all or effect such redemption and setting forth a portion statement of facts showing that the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject conditions precedent to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)effect such redemption have occurred.

Optional Redemption. Except as set forth belowAt any time prior to March 22, 2027, the Issuer shall not Securities may be entitled redeemed, in whole or from time to redeem time in part, at a Redemption Price equal to the Securities. On and after May 15, 2017, sum of (A) 100.0% of the Issuer shall be entitled at its option to redeem all or a portion principal amount of the Securities upon not less than 30 nor more than 60 days’ noticeredeemed, at plus (B) the Make-Whole Premium as of the date of the redemption, plus (C) accrued and unpaid interest, if any thereon, to, but excluding, the date of the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record Record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date). At any time on or after March 22, if redeemed during 2027, the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionSecurities may be redeemed, in whole or from time to time in part, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities Redemption Prices (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% expressed as percentages of the aggregate principal amount of the Securities (which includes Additional Securities, if anyto be redeemed) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%set forth in the table below, plus accrued and unpaid interest to interest, if any, thereon to, but excluding, the redemption date Redemption Date (subject to the right of Holders of record Record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not during the twelve-month period beginning on March 22 of each of the years indicated below: Year Percentage 2027 105.375 % 2028 102.688 % 2029 100.000 % Any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to exceed the net cash proceeds from one or more Equity Offerings; providedconditions precedent, howeverincluding, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and any notice with respect to such redemption may be rescinded in the event that (1) any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed or such notice or offer may be rescinded at least 65% any time in the Issuer’s discretion if the Issuer reasonably believes that any or all of such conditions will not be satisfied or waived. Notwithstanding the foregoing, in connection with any tender offer for the Securities, including any offer to purchase Securities pursuant to Sections 9.07 and 9.12 of the Indenture, if Holders of not less than 90% in aggregate principal amount of the outstanding Securities (which includes Additional Securitiesvalidly tender and do not withdraw such Securities in such tender offer and the Issuer, if any) remains outstanding immediately after or any third party making such tender offer in lieu of the occurrence Issuer, purchases all of each the Securities validly tendered and not withdrawn by such redemption (with Securities heldHolders, directly or indirectly, by the Issuer or its Affiliates being deemed to be such third party will have the right, upon not outstanding for purposes of less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15purchase date, 2017, the Issuer shall be entitled at its option to redeem (with respect to the Issuer) or repurchase (with respect to a third-party) all or a portion of the Securities that remain outstanding following such purchase at a redemption price Redemption Price equal to 100% the greater of (i) the principal amount of the Securities plus the Applicable Premium as of, highest price offered to any other Holder in such tender offer or other offer to purchase (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any holder in such tender offer payment) and (ii) par, plus accrued and unpaid interest (if any) thereon, to, but excluding the date of redemption date (or Redemption Date, subject to the right of Holders of record of the Securities on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date falling on or prior to the date of redemption or Redemption Date.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to April 15, 2010. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on April 15 of the years set forth below: Year Redemption Price 2010 102.000% 2011 101.000% 2012 and thereafter 100.000% In addition, prior to April 15, 2010, the Company may redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled Securities at its option option, in whole at any time or in part from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail or sent electronically to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional CG&R DRAFT: 4/21/08 2:36 PM #907342 v26 (RM2X26_.DOC) Interest, if any, to, the applicable redemption prices date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to April 15, 2010, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to the issuance of Additional Securities) issued as of the time of such redemption, with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed in percentages as a percentage of the principal amount thereof) of 100% plus a premium (expressed as a percentage of the principal amount thereof) equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption date)is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionhowever, that at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to the issuance of Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice time of such redemption has been given must remain outstanding after each such redemption; and provided further that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed or sent electronically to each Holder being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowThe 2018 Notes will be redeemable in whole or in part, at the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon Company at any time or from time to time, on at least 30 days, but not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest prior notice to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 holders of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionNotes, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to the greater of (i) 100% of the principal amount of such 2018 Notes to be redeemed, or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points plus accrued interest to the date of the redemption which has not been paid. Sinking Fund: None. Delayed Delivery Contracts: None. Purchase Price: 99.234% of the principal amount, plus accrued interest, if any, from July 15, 2008. Expected Reoffering Price: 99.684% of the principal amount plus accrued interest, if any, from July 15, 2008, subject to change by the undersigned. Closing: 10:00 A.M. on July 15, 2008 at Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000; purchase price payable by electronic transfer of immediately available funds. Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this underwriting agreement. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right public in that Relevant Member State prior to the publication of Holders a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of record on the relevant record date Securities to receive interest due on the relevant interest payment date).public in that Relevant Member State at any time:

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the Securities. On and after May April 15, 20172016, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeSecurities, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during on or after the 12-month period commencing on May 15 of the years dates set forth below: Period Redemption Price April 15, 2016 104.313 % October 15, 2016 102.875 % April 15, 2017 105.156 101.438 % April 15, 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May April 15, 20172016, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) amount of 106.875105.75%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not equal to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May April 15, 20172016, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowAt any time prior to March 22, 2025, the Issuer shall not Securities may be entitled redeemed, in whole or from time to redeem time in part, at a Redemption Price equal to the Securities. On and after May 15, 2017, sum of (A) 100.0% of the Issuer shall be entitled at its option to redeem all or a portion principal amount of the Securities upon not less than 30 nor more than 60 days’ noticeredeemed, at plus (B) the Make-Whole Premium as of the date of the redemption, plus (C) accrued and unpaid interest, if any thereon, to, but excluding, the date of the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record Record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date). At any time on or after March 22, if redeemed during 2025, the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionSecurities may be redeemed, in whole or from time to time in part, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities Redemption Prices (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% expressed as percentages of the aggregate principal amount of the Securities (which includes Additional Securities, if anyto be redeemed) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%set forth in the table below, plus accrued and unpaid interest to interest, if any, thereon to, but excluding, the redemption date Redemption Date (subject to the right of Holders of record Record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not during the twelve-month period beginning on March 22 of each of the years indicated below: Year Percentage 2025 102.125% 2026 101.063% 2027 100.000% Any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to exceed the net cash proceeds from one or more Equity Offerings; providedconditions precedent, howeverincluding, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and any notice with respect to such redemption may be rescinded in the event that (1) any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed or such notice or offer may be rescinded at least 65% any time in the Issuer’s discretion if the Issuer reasonably believes that any or all of such conditions will not be satisfied or waived. Notwithstanding the foregoing, in connection with any tender offer for the Securities, including any offer to purchase Securities pursuant to Section 9.07 of the Indenture, if Holders of not less than 90% in aggregate principal amount of the outstanding Securities (which includes Additional Securitiesvalidly tender and do not withdraw such Securities in such tender offer and the Issuer, if any) remains outstanding immediately after or any third party making such tender offer in lieu of the occurrence Issuer, purchases all of each the Securities validly tendered and not withdrawn by such redemption (with Securities heldHolders, directly or indirectly, by the Issuer or its Affiliates being deemed to be such third party will have the right, upon not outstanding for purposes of less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15purchase date, 2017, the Issuer shall be entitled at its option to redeem (with respect to the Issuer) or repurchase (with respect to a third-party) all or a portion of the Securities that remain outstanding following such purchase at a redemption price Redemption Price equal to 100% the greater of (i) the principal amount of the Securities plus the Applicable Premium as of, highest price offered to any other Holder in such tender offer or other offer to purchase (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any holder in such tender offer payment) and (ii) par, plus accrued and unpaid interest (if any) thereon, to, but excluding the date of redemption date (or Redemption Date, subject to the right of Holders of record of the Securities on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date falling on or prior to the date of redemption or Redemption Date.

Optional Redemption. Except as set forth belowin Section 3.5 of the Indenture and in the following paragraphs of this Section 5, the Issuer Notes shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesFebruary 15, 2023. On and after May February 15, 20172023, the Issuer Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeNotes (which, for the avoidance of doubt, includes Additional Notes, if any) at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May February 15 of the years set forth below: Period Year Redemption Price 2017 105.156 2023 101.938 % 2018 103.438 2024 100.969 % 2019 101.719 % 2020 2025 and thereafter 100.000 % In addition, at any time prior to May February 15, 20172023, the Issuer shall be entitled Company may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540.0% of the aggregate principal amount of the Securities Notes (which which, for the avoidance of doubt, includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875103.875%, plus accrued and unpaid interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (1a) at least 6550% of such aggregate principal amount of Securities Notes (which includes excluding any Additional SecuritiesNotes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2b) notice of each such redemption has been given occurs within 90 days after the date of the related Qualified Equity Offering. Prior to May February 15, 20172023, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities Notes (which, for the avoidance of doubt, includes Additional Notes, if any) at a redemption price equal to 100% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, which will be set forth in the related notice of redemption, including, but not limited to, completion of a Qualified Equity Offering, other offering or financing or other transaction or event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice will describe each such condition, and if applicable, will state that, in the Company’s discretion, the redemption date may be delayed until such time (provided, however, that any redemption date will not be more than 60 days after the date of the notice of redemption) as any or all such conditions will be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied by the redemption date, or by the redemption date as so delayed. If any condition precedent has not been satisfied, the Company will provide written notice to the Trustees prior to the close of business one Business Day prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded or delayed and the redemption of the Notes shall be rescinded or delayed as provided in such notice. Upon receipt, the U.S. Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the Securities. On and after May Notes prior to January 15, 20172018. At any time prior to January 15, 2018, the Issuer shall be entitled Company may, at its option to option, redeem all or a portion part of the Securities upon Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not less than 30 nor more than 60 days’ noticeincluding, the Redemption Date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date). On or after January 15, 2018, the Company may, at its option, redeem all or a part of the Notes, at the redemption prices (expressed in percentages of principal amount on the Redemption Date) set forth below plus accrued interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Redemption Price 2018 102.375 % 2019 101.583 % 2020 100.792 % 2021 and thereafter 100.000 % In addition, at any time prior to January 15, 2016, the Company may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption date)price of 104.75% of the principal amount thereof, plus accrued and unpaid interest to to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from Net Cash Proceeds of one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the original aggregate principal amount of Securities the Notes issued under the Indenture (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes) remains outstanding immediately after the occurrence of each giving effect to such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of any such redemption has been given must be made within 90 days after the date closing of the related such Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below, the Issuer shall Notes will not be entitled to redeem redeemable at the Securitiesoption of the Company until March 15, 2013. On and after May 15, 2017such date, the Issuer shall Notes will be entitled redeemable, at its option the Company’s option, in whole or in part, at any time from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest on the Notes to be redeemed, if any, to the applicable redemption date (subject to the right of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May March 15 of the years set forth below: Period Redemption Price 2017 105.156 Percentage 2013 105.625 % 2018 103.438 % 2019 101.719 % 2020 2014 and thereafter 100.000 100.00 % In additionOn and after January 1, at any time prior to May 2011 until March 15, 20172013, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount of the Securities (which includes Additional SecuritiesNotes, if any) issued prior to such date upon not less than 30 nor more than 60 day’s notice, with the Net Cash Proceeds of Equity Offerings at a redemption price (expressed as a percentage equal to 111.25% of the principal amount) amount of 106.875%the Notes redeemed, plus accrued and unpaid interest interest, if any, to the applicable redemption date (date, subject to the right of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate the original principal amount of Securities the Notes (which includes Additional Securities, if anyexcluding Notes held by the Company and its Subsidiaries) remains must remain outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of that each such redemption has been given occurs within 90 days after of the date of the related closing of such Equity Offering. Prior At any time prior to May 15March 13, 20172013, the Issuer shall be entitled at its option to Company may, on any one or more occasions, redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed, plus the Applicable Premium as of, and the accrued and unpaid interest interest, if any, to, the applicable redemption date (date, subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date). Unless the Company defaults in payment of the redemption price, interest will cease to accrue on the Notes or portion thereof called for redemption on the applicable redemption date.

Optional Redemption. Except as set forth belowAt any time prior to May 15, 2022, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeNotes, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to, but excluding, the Redemption Date (subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). On and after May 15, 2022, the Issuer may redeem the Notes, in whole or in part, at the following redemption date prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: Year Percentage 2022 103.000 % 2023 101.500 % 2024 and thereafter 100.000 % In addition, until May 15, 2022, the Issuer may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest payment date)thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Section 3.07 of the Indenture.

Optional Redemption. Except At any time prior to April 15, 2023, the Issuer may at its option on any one or more occasions redeem all or a part of the Notes, upon written notice as described in Section 1105 of the Indenture, at a Redemption Price equal to 100.00% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date. On and after April 15, 2023, the Issuer may at its option redeem the Notes, in whole or in part, on any one or more occasions, upon notice as described in Section 1105 of the Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, the Issuer shall plus accrued and unpaid interest, if any, to, but not be entitled to redeem the Securities. On and after May 15, 2017including, the Issuer shall be entitled at its option to redeem all or a portion applicable Redemption Date, if such Redemption Date for the Notes being redeemed occurs during the twelve-month period beginning on April 15 of each of the Securities upon not less than 30 nor more than 60 days’ noticeyears indicated below, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing an Interest Payment Date that is on May 15 of the years set forth belowor prior to such Redemption Date: Period Redemption Price 2017 105.156 Year Percentage 2023 102.188 % 2018 103.438 2024 101.094 % 2019 101.719 % 2020 2025 and thereafter 100.000 % In addition, at any time prior to May April 15, 20172023, the Issuer shall be entitled may, at its option option, upon notice as described in Section 1105 of the Indenture, on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540.00% of the aggregate principal amount of Notes issued under the Securities Indenture (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes) issued prior to such date at a redemption price (expressed as a percentage Redemption Price equal to 104.375% of the aggregate principal amount) of 106.875%amount thereof, plus accrued and unpaid interest to thereon, if any, to, but not including, the redemption date (applicable Redemption Date, subject to the right of Holders of record of notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date)an Interest Payment Date that is on or prior to such Redemption Date, with an amount not of cash equal to exceed the net cash proceeds from one or more of an Equity OfferingsOffering by the Issuer; provided, however, that (1) at least 6560.00% of such the aggregate principal amount of Securities Notes issued under the Indenture (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes and excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (with Securities heldredemption; provided further, directly or indirectlyhowever, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of that each such redemption has been given occurs within 90 120 days after of the date of the related closing of each such Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowAt any time prior to April 1, 2021, the Issuer shall not be entitled may on any one or more occasions redeem up to redeem (i) 35% of the Securities. On original aggregate principal amount of the 2026 Notes issued under the Indenture and after May 15, 2017, the Issuer shall be entitled at its option to redeem (ii) all or a portion of any Additional 2026 Notes issued after the Securities Issue Date, upon not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 103.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable Redemption Date, with an amount of cash no greater than the cash proceeds (net of underwriting discounts and commissions) of all Equity Offerings by the Issuer or any direct or indirect parent entity of the Issuer (including Parent) (to the extent the cash proceeds (net of underwriting discounts and commissions) of such Equity Offerings are contributed to the Issuer) since the Issue Date; provided that: • at least 65% (calculated after giving effect to any issuance of Additional 2026 Notes) of the original aggregate principal amount of the 2026 Notes issued under the Indenture (excluding 2026 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and • the redemption occurs within 120 days of the date of the closing of such Equity Offering. In addition, prior to April 1, 2021, the Issuer may on one or more occasions redeem the 2026 Notes, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the 2026 Make-Whole Redemption Date, plus the 2026 Make-Whole Premium (a “2026 Make-Whole Redemption”). The Issuer shall notify the Paying Agent of the 2026 Make-Whole Premium by delivering to the Paying Agent, on or before the applicable 2026 Make-Whole Redemption Date, an Officers’ Certificate showing the calculation thereof in reasonable detail, and neither the Trustee nor the Paying Agent shall have any responsibility for verifying or otherwise for such calculation. On or after April 1, 2021, the Issuer may on any one or more occasions redeem all or a part of the 2026 Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of the principal amount on the redemption date)of 2026 Notes redeemed) set forth below, plus accrued interest and unpaid interest, if any, to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)applicable Redemption Date, if redeemed during the 12-twelve month period commencing beginning on May 15 April 1 of the years set forth indicated below: Period Redemption Price 2017 105.156 Year Percentage 2021 101.813% 2018 103.438 2022 100.906% 2019 101.719 % 2020 2023 and thereafter 100.000 100.000% In addition, at any time prior to May 15, 2017Notwithstanding the foregoing, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) payment of accrued but unpaid interest in an aggregate principal amount not to exceed 35% connection with the redemption of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (2026 Notes is subject to the right rights of Holders a Holder of record the 2026 Notes on the relevant a record date for the payment of interest whose Notes are to be redeemed on or after such record date but on or prior to the related Interest Payment Date to receive interest due on the relevant such interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the Securities. On and after May June 15, 20172009, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May June 15 of the years set forth below: Redemption Period Redemption Price 2017 105.156 ------ ---------- 2009 103.000% 2018 103.438 2010 102.000% 2019 101.719 2011 101.000% 2020 2012 and thereafter 100.000 100.000% In addition, at any time prior to May June 15, 20172009, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875100.00%, plus a premium equal to the interest rate per annum on the Securities applicable on the date that notice of redemption is given, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Equity Offering. Prior to May June 15, 20172009, the Issuer Company shall be entitled at its option to redeem all or a portion all, but not less than all, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.