Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) At any time prior to June 15, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to June 1, 2017. On or after June 1, 2017, the Issuers shall have the option to redeem the Notes, in whole or in part at any time, upon prior notice as set forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June 1 of the years indicated below: 2017 103.313 % 2018 101.656 % 2019 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 151, 20172016, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 106106.625% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, thereon to the Redemption Date, using cash in an amount up redemption date (subject to the amount right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) originally issued under the Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; redemption and (ii) the each such redemption occurs within 90 180 days of the date of the closing of each such sale of Equity InterestsOffering. (bc) At any time prior Prior to June 151, 2017, the Company Issuers may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100% the sum of (1) the principal amount of Notes redeemed thereof, plus the Applicable Premium as of, and (2) accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, redemption date (subject to the rights right of Holders of Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date. ), plus (c3) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, Make Whole Premium at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 %. (d) The Company Notes may also be redeemed, as a whole, following certain Change of Control Offers, at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice the redemption price and subject to Holders, redeem all (but not less than allthe conditions set forth in Section 4.15(f) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June 15October 1, 20172015, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the outstanding Notes (including any Additional Notes) issued under the this Indenture at a redemption price of 106105.875% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the Redemption Date, using cash in an amount up Date (subject to the amount 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 Redemption Date), with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company TLLP and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 180 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time Except pursuant to Section 3.07(a) and 3.07(d), the Notes will not be redeemable at the Issuers’ option prior to June 15October 1, 20172016. The Issuers are not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of this Indenture. (c) On or after October 1, 2016, the Company Issuers may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on October 1 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2016 102.938 % 2017 101.469 % 2018 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (d) At any time prior to October 1, 2016, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, 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 Additional AmountsSpecial Interest, if any, thereon to the date of redemption (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 dateInterest Payment Date. The notice need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any redemption pursuant to this Section 3.07(d), the Issuers shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation thereof and the Trustee shall not be responsible for such calculation. (ce) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the Any redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, pursuant to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would this Section 3.07 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after July 15, 2013, upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, 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 an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on July 15 of the years indicated below: 2013 105.375 % 2014 102.688 % 2015 and thereafter 100.000 % In addition, at any time prior to June July 15, 20172013, the Company may, upon not less than 30 nor more than 60 days’ notice, redeem the Notes, in whole at any time or in part from time to time, at a Redemption Price equal to the principal amount of the Notes plus the Applicable Premium plus accrued and unpaid interest, if any, to but not including the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date). (b) In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to July 15, 2012, the Company may on any one or more occasions occasions, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes issued under the Indenture at a redemption price of 106Redemption Price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to the Redemption Dateto, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of but not including, the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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), in the event the Company has become, or would become, obligated to pay, on the next an interest payment date that is on which any amount would be payable with respect or prior to such Notes, any Additional Amounts in excess the redemption date); provided that at least 65% of the Additional Amounts principal amount of Notes remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company would be obligated or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. The Company or any of its Affiliates may, at any time and from time to pay if payments made on time, purchase Notes in the Notes were open market or otherwise, subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) compliance with this Indenture and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation compliance with all applicable securities laws. Any redemption pursuant to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.7 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.1 through which payments are made)3.6 hereof.

Optional Redemption. (a) At any time prior to June 15December 1, 20172015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price of 106108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up redemption date (subject to the amount rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 45 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time prior to June 15December 1, 20172015, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticeprior 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 Additional Amounts, if any, to to, the Redemption Datedate of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the two preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to December 1, 2015. (d) On or after June 15December 1, 20172015, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on December 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2015 106.375 % 2016 104.250 % 2017 through June 14, 102.125 % 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The 100.000 % Unless the Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) defaults in the payment of the Notes then outstandingredemption price, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, will cease to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made accrue on the Notes were subject or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At Except as set forth in the following two paragraphs, the Securities shall not be redeemable at the option of the Issuers prior to September 15, 2019. Thereafter, the Securities shall be redeemable at the option of the Issuers, in whole at any time prior or in part from time to June 15time, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written 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 as a percentage of principal 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: 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 Notes the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if any, to the Redemption Date, applicable redemption date (subject to the rights right of the Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date. (c) On ). Notwithstanding the foregoing, at any time and from time to time on or after June prior to September 15, 20172019, the Company Issuers may redeem all or a part in the aggregate up to 40% of the Notes upon not less 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 30 nor more than 60 days’ written noticeDisqualified Stock) of the Company from it, at the a redemption prices price (expressed as percentages a percentage of principal amountamount thereof) set forth below equal to 105.750% plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to such Redemption Date 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, in however, that at least 50% of the event original aggregate principal amount of the Company has becomeSecurities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, or would becomefurther, obligated to pay, on that such redemption shall occur within 180 days after the next interest payment date on which any amount would be payable 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 respect to such Notes, any Additional Amounts in excess the procedures of the Additional Amounts Depository and otherwise in accordance with the Company would be obligated to pay procedures set forth in the Indenture. In addition, if payments made on the Notes were such redemption is subject to withholding satisfaction of one or deduction more conditions precedent, such notice of Mexican taxes at a rate redemption shall describe each such condition, and if applicable, shall state that, in excess of 4.9 percent (“Excess Additional Amounts”) the Issuers’ discretion, the redemption date may be delayed until such time as a result of: (a) any change inor all such conditions shall be satisfied, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change such redemption may not occur and such notice may be rescinded in the official applicationevent that any or all such conditions shall not have been satisfied by the stated redemption date, administration or interpretation by the redemption date as so delayed. Notice of such laws or regulations any redemption in the relevant Tax Jurisdiction (each respect of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant an Equity Offering may be given prior to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)completion thereof.

Optional Redemption. (a) At The Notes will be redeemable, at the Company’s option, in whole at any time or in part from time to time, on or after May 1, 2009 and prior to June 15maturity, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeprior notice mailed by first class mail to each Holder’s last address as it appears in the Note Register, at a redemption price equal to 100% the following Redemption Prices (expressed in percentages of the principal amount of Notes redeemed amount), plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant interest payment date), in the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”an Interest Payment Date), if redeemed during the 12-month period commencing May 1 of the years set forth below: Year Redemption Price 2009 104.688 % 2010 102.344 % 2011 100.000 % In addition, at any time prior to May 1, 2008, the Company may redeem up to 35% of the principal amount of the Notes with the Net Cash Proceeds of one or more Equity Offerings by (1) the above-mentioned change Company or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been Grupo TFM 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, at a further issuanceRedemption Price equal to 109.375% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages thereon (as determined by the Company), if any, to the Redemption Date; provided, however, that after giving effect to any such obligation to pay Excess Additional Amounts would have arisen absent a further issuance redemption: (1) at least 65% of the original aggregate principal amount of the Notes pursuant remains outstanding; and (2) any such redemption must be made within 60 days of such Equity Offering and must be made in accordance with the provisions of the Article Three. Upon completion of the Exchange Offer, the Company may also redeem any Notes which were not exchanged in the Exchange Offer in an amount up to 1% of the original aggregate principal amount of the Notes issued at a redemption price of 100% of their principal amount plus accrued and unpaid interest thereon, if any, to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Redemption Date.

Optional Redemption. (a) At any time prior to June 15, 20172014, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 106equal to 108.625% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in an amount up date of redemption (subject to the amount rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with the net cash proceeds of an Equity Offering by Eldorado or a contribution to Eldorado’s common equity capital made with the net cash proceeds of a sale of common concurrent Equity Interests (other than Disqualified Stock) of the CompanyOffering by Eldorado’s direct or indirect parent; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company Eldorado and its SubsidiariesEldorado’s subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 45 days of the date of the closing of such sale of Equity InterestsOffering. (b) In addition, not more than once during each twelve-month period ending on June 15 of 2012, 2013 and 2014, the Issuers may redeem up to $18.0 million in principal amount of the Notes in each such twelve-month period, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date). (c) At any time prior to June 15, 20172015, the Company Issuers, at their option, may also on one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, 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 date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant payment date. (d) Except pursuant to the three preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to June 15, 2015. (e) On or after June 15, 2015, the Issuers may on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of Notes redeemed amount) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if anyany on the Notes redeemed, to the Redemption Dateapplicable date of redemption, if redeemed during the twelve-month period beginning on June 15 of the years indicated below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date): 2015 104.313 % 2016 102.156 % 2017 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (cf) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the Any redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, pursuant to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would this Section 3.07 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time prior Except pursuant to June 15, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. paragraphs (b) At any time and (c) of this Paragraph 6, the Notes will not be redeemable at the Issuers’ option prior to June 15October 1, 20172016. On or after October 1, 2016, the Company Issuers may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on October 1 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2016 102.938 % 2017 101.469 % 2018 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 6, at any time prior to October 1, 2016, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the outstanding Notes (including any Additional Notes) issued under the Indenture at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest and Special 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 an Interest Payment Date that is on or prior to the Redemption Date), with the net cash proceeds of one or more Equity Offerings by TLLP; provided that at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by TLLP and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 6, at any time prior to October 1, 2016, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, 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 Additional AmountsSpecial Interest, if any, thereon to 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 dateInterest Payment Date. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At The Company may redeem the Notes, at its option, in whole at any time or in part from time to time (the “Make-Whole Redemption”), at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the present value of the sum of the principal amount that would be payable on such Notes on September 1, 2011 and all remaining interest payments to and including September 1, 2011 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from September 1, 2011 to the Make-Whole Redemption Date at a per annum interest rate equal to the Applicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%, in each case, plus accrued and unpaid interest, if any, to the applicable redemption date. (b) Notwithstanding the foregoing, on or prior to June 15September 1, 20172007, the Company may Company, on any one or more occasions occasions, may, at its option, redeem up to 35% of the in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price of 106equal to 106.250% of the their principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in an amount up to the amount of each case with the net cash proceeds of a sale one or more Equity Offerings by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of common Equity Interests (other than Disqualified Stock) the Company or are used to subscribe from the Company shares of Qualified Capital Stock of the Company; provided that (i1) at least 65% of the in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains remain outstanding immediately after the occurrence of each such redemption; redemption and (ii2) the such redemption occurs within 90 days of the date of the closing of any such sale of Equity InterestsOffering. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June 15May 1, 20172027, the Company may Issuer may, on any one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100107.250% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to such to, but excluding, the 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 dateRedemption Date), in an amount not greater than the event net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the Company has becomeaggregate principal amount of the Notes issued on the date of the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. (b) On and after May 1, 2027, the Issuer may, on one or would becomemore occasions, obligated to payredeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the next Notes redeemed 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 an interest payment date that is on which any amount would be payable with respect or prior to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”Redemption Date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 2027 103.625 % 2028 101.813 % 2029 and thereafter 100.000 % (c) Prior to May 1) , 2027, the above-mentioned change Issuer may, on one or amendment more occasions, redeem all or part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium, 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 due on an interest payment date that is announced on or after prior to the Issue Redemption Date). (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer or other tender offer, and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, Alternate Offer or other offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (orsubject to the right of the Holders of the Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (e) Any such optional redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if latersuch optional redemption is subject to the satisfaction of one or more conditions precedent, the related notice 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 waived (provided that in no event shall such Redemption Date be delayed to a date later than 60 days after the date on which a jurisdiction becomes a relevant Tax Jurisdictionsuch notice was sent), 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 or waived by the Redemption Date, or by the Redemption Date as so delayed. (2f) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes pursuant to or portions thereof called for redemption on the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable Redemption Date.

Optional Redemption. (a) At any time prior to June 15April 1, 20172015, upon not less than 30 nor more than 60 days’ notice, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106110.25% of the their principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Dateredemption date, using cash in an amount up to the amount of with the net cash proceeds of a sale of common from one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that provided, that: (i) at least 65% of the aggregate principal amount of Notes originally that were initially issued under the Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains would remain outstanding immediately after the occurrence of such proposed redemption; and and (ii) the redemption occurs within 90 days of the date of after the closing of such sale of Equity InterestsOffering. (b) At any time prior to June 15April 1, 20172015, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, the Issuer may, on any one or more occasions, redeem all or part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed thereof plus the Applicable Redemption Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the Redemption Dateredemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) On Except pursuant to subparagraphs (a) and (b) of this Paragraph 5 and pursuant to Paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2015. (d) At any time on or after June 15April 1, 20172015, the Company may redeem all or a part of the Notes and prior to maturity, upon not less than 30 nor more than 60 days’ written notice, the Issuer may, on any one or more occasions, redeem all or part of the Notes. These redemptions will be in amounts of $200,000 or integral multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount) set forth below amount at maturity), plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods indicated 12-month period commencing on April 1 of the years set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2015 105.125 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 2016 and thereafter 100.00 100.000 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a1) At any time Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to June October 15, 2017, the Company may 2024. Beginning on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June October 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 20172024, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeNotes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Amounts, if any, thereon on the Notes redeemed, to (but excluding) the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record redemption date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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), in if redeemed during the event twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company has becomemay on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest 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) with the net cash proceeds of one or would becomemore Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, pay any Additional Amounts in excess because of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”)application or interpretation thereof, if (1) the above-mentioned change in either case that is publicly announced or amendment is announced becomes effective on or after the Issue Date (or, if laterDate, the date on which a jurisdiction becomes a relevant Tax Jurisdiction)Company may, (2) there has been a further issuanceat any time, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (3b) such obligation 100% of the aggregate principal amount of Notes to pay Excess Additional Amounts cannot be avoided by redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the Company taking reasonable measures available redemption date. (5) Any prepayment pursuant to it (including, without limitation, changing this Section 5 shall be made in accordance with the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 of the Indenture.

Optional Redemption. (a) At any time prior to June 15May 1, 20172026, the Company may Issuer may, on any one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100107.000% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to such to, but excluding, the 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 dateRedemption Date), in an amount not greater than the event net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the Company has becomeaggregate principal amount of the Notes issued on the date of the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. (b) On and after May 1, 2026, the Issuer may, on one or would becomemore occasions, obligated to payredeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the next Notes redeemed 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 an interest payment date that is on which any amount would be payable with respect or prior to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”Redemption Date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 2026 103.500 % 2027 101.750 % 2028 and thereafter 100.000 % (c) Prior to May 1) , 2026, the above-mentioned change Issuer may, on one or amendment more occasions, redeem all or part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium, 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 due on an interest payment date that is announced on or after prior to the Issue Redemption Date). (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer or other tender offer, and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, Alternate Offer or other offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (orsubject to the right of the Holders of Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (e) Any such optional redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if latersuch optional redemption is subject to the satisfaction of one or more conditions precedent, the related notice 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 waived (provided that in no event shall such Redemption Date be delayed to a date later than 60 days after the date on which a jurisdiction becomes a relevant Tax Jurisdictionsuch notice was sent), 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 or waived by the Redemption Date, or by the Redemption Date as so delayed. (2f) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes pursuant to or portions thereof called for redemption on the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable Redemption Date.

Optional Redemption. (a) At any time prior to June 15Except as set forth in subsection (b), 2017(c) and (d) of this Section 3.07, the Company may on any one or more occasions Issuers shall not be entitled to redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Intereststheir option. (b) At any time prior to On and after June 15, 20172014, the Company Issuers may also redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods indicated twelve month period beginning on June 15 of each of the years set forth below. (c) Notwithstanding the provisions of subsection (a) of this Section 3.07, subject at any time prior to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 142013, 2018 103.00 the Issuers may redeem up to 35% From June 15of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.625% of the principal amount of the Notes redeemed, 2018 through June 14plus accrued and unpaid interest and Additional Interest, 2019 101.50 if any, to the redemption date if: (1) such redemption is made with the proceeds of one or more Equity Offerings; (2) at least 65% From June 15, 2019 and thereafter 100.00 %of the aggregate principal amount of the Notes issued under this Indenture remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers or any of their Subsidiaries); and (3) the redemption occurs within 90 days of such Equity Offering. (d) The Company may At any time prior to June 15, 2014, the Issuers shall be entitled at its their option to redeem some or all of the Notes at any timea redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, upon giving and accrued and unpaid interest and Additional Interest, if any, to, the redemption 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’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Date (subject days prior to the right of Holders of record on the relevant record date redemption date. (e) Any redemption pursuant to receive interest due on the relevant interest payment date), in the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any amount would this Section 3.07 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Section 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time prior to June January 15, 20172027, the Company may may, on any one or more occasions occasions, redeem up the Notes, in whole or in part, upon notice pursuant to 35Section 3.03 at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the Applicable Premium, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. (b) Prior to January 15, 2027, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture this Indenture, upon notice pursuant to Section 3.03, at a redemption price of 106equal to 107.000% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to, but excluding, the applicable redemption date, subject to the Redemption Date, using cash in rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date with an amount up to the amount of cash not greater than the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under this Indenture on the Indenture Issue Date (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the such redemption occurs within 90 180 days of after the date of the closing of such sale of Equity InterestsOffering. (bc) At any time prior to June On and after January 15, 20172027, the Company may also may, on any one or more occasions, redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, notice pursuant to Section 3.03 at the redemption prices (expressed as a redemption price equal to 100% percentage of the principal amount of the Notes redeemed to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsthereon, if any, to to, but excluding, the Redemption Dateapplicable 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.Interest Payment Date, if redeemed during the twelve-month period beginning on January 15 of each of the years indicated below: 2027 103.500 % 2028 101.750 % 2029 and thereafter 100.000 % (cd) On In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a tender offer, Change of Control Offer or after June 15Alternate Offer and the Company (or a third party making the tender offer, 2017Change of Control Offer or Alternate Offer in lieu of the Company as provided in Section 4.15(c)) purchases all of the Notes held by such Holders, the Company may redeem all or a part of will have the Notes right, upon not less than 30 10 nor more than 60 days’ written prior notice, given not more than 30 days following the purchase pursuant to the completion of such tender offer, Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the redemption prices (expressed as percentages price offered in such tender offer, plus, to the extent not included in the Change of principal amount) set forth below plus Control Payment or the price offered in such tender offer, accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemedthat remain outstanding to, to but excluding, the applicable Redemption Date, if redeemed during the periods indicated below, date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 redemption date). (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06. (f) Any redemption notice in connection with this Section 3.07 may, at the Company’s discretion, be subject to one or more conditions precedent. If such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment toCompany’s discretion, the laws date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (including any regulations promulgated thereunder) provided that in no event shall such date of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) redemption be delayed to a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or date later than 60 days after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdictionsuch notice was sent), 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 or waived by the date of redemption, or by the date of redemption as so delayed. The Company shall provide written notice to the Trustee no later than 10:00 a.m. Eastern Time (2subject to DTC procedures) there has been a further issuanceon the date of redemption of the delay of such redemption or the rescission of such notice of redemption, such obligation and upon receipt the Trustee shall provide notice to pay Excess Additional Amounts would have arisen absent a further issuance each Holder of the Notes in the same manner in which the notice of redemption was given. (g) Nothing in this Indenture shall prohibit the Company and its Affiliates from acquiring Notes other than by a redemption, including pursuant to the Indenturetender offers, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from open market purchases or through which payments are made)otherwise.

Optional Redemption. (a) At any time prior to June January 15, 20172021, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture upon not less than 30 days nor more than 60 days prior notice at a redemption price of 106105.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes to be redeemed to the Redemption Dateredemption date, using cash in an amount up subject to the amount rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) Offerings of the Company; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 60 days of the date of the closing of such sale of Equity InterestsOffering. (b) Any redemption or notice of any redemption with the proceeds of an Equity Offering pursuant to Section 3.07(a) hereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of such Equity Offering and may be given prior to the completion thereof. (c) At any time prior to June January 15, 20172021, the Company may also redeem all or a part of the Notes notes upon not less than 30 nor more than 60 days’ written notice, notice as described in Section 3.03 at a redemption price equal to 100% of the principal amount of Notes the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding the Redemption Datedate of redemption, subject to the rights of Holders holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date. (d) Except pursuant to paragraphs (a), (b) and (c) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to January 15, 2021. (e) On or after June January 15, 20172021, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on January 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2021 102.500 % From June 15, 2018 through June 14, 2019 101.50 2022 101.250 % From June 15, 2019 2023 and thereafter 100.00 % (d) The 100.000 % Unless the Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) defaults in the payment of the Notes then outstandingredemption price, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, will cease to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made accrue on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) portions thereof called for redemption on and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date applicable redemption date. (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2f) there has been a further issuance, such obligation Any redemption pursuant to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time prior to June 15Following the Escrow Release Date and on or after December 1, 20172019, the Company may on any one Issuer shall have the option to redeem the Notes, in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticepart, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amountsthereon, if any, on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods twelve month period beginning on December 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2019 102.8750% From June 15, 2018 through June 14, 2019 101.50 2020 101.9167% From June 15, 2019 2021 100.9583% 2022 and thereafter 100.00 100.0000% (db) The Company may at its option Following the Escrow Release Date and at any timetime prior to December 1, upon giving not less than 30 nor 2019, the Issuer may on any one or more than 60 days’ written notice occasions redeem up to Holders, redeem all (but not less than all) of the Notes then outstanding, at 10040% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a redemption price of 105.750% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 60% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes) issued under the Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and Additional Amountstheir Subsidiaries); and (2) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) From and after the Escrow Release Date and at any time and from time to time prior to December 1, 2019, the Issuer may redeem outstanding Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. (d) In the event that the Issuer has made a Change of Control Offer pursuant to Section 4.16 of the Supplemental Indenture, and have purchased not less than 90% of the then outstanding Notes pursuant to such Redemption Date (subject to Change of Control Offer, the right Issuer may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Control Payment Date, in the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess redeem all of the Additional Amounts Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to 101% of the Company would be obligated to pay if payments made principal amount of the Notes so redeemed plus accrued and unpaid interest on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant so redeemed to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)redemption date.

Optional Redemption. (a) At Except as set forth below, the Notes are not redeemable at the Issuer’s option until May 15, 2014. From and after May 15, 2014, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior 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 (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest thereon, if any, to, but not including, 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 May 15 of each of the years indicated below: 2014 104.875 % 2015 102.438 % 2016 and thereafter 100.000 % (b) In addition to the optional redemption of the Notes in accordance with the provisions of subclause (a) above, at any time prior to June May 15, 20172013, the Company may on any one or more occasions Issuer may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106Redemption Price equal to 109.750% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to to, but not including, the Redemption Date, using cash in an amount up subject to the amount right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net proceeds of one or more Equity Offerings of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) Issuer or any direct or indirect parent of the CompanyIssuer to the extent such net proceeds are contributed to the capital of the Issuer; provided that (i) at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date (in each case excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (ii) the provided, further, that each such redemption occurs within 90 days of the date of the closing of each such sale of Equity InterestsOffering. (bc) At any time prior to June May 15, 20172014, the Company Issuer may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticeprior notice mailed by first-class mail to each Holder’s registered address, with a copy to the Trustee, at a redemption price Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to to, but not including, 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Interest Payment Date.

Optional Redemption. (a) At any time prior to June September 15, 20172023, the Company Issuers may at their option on any one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) 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 due on any Interest Payment Date occurring prior to the Redemption Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence 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, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to September 15, 2023, the Issuers may, at their option and on one or more occasions, redeem up to 3540.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuers) equal to the sum of 106(i) 106.625% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest and Additional Amountsthereon, 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 any Interest Payment Date occurring prior to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (ia) at least 6550.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (excluding on the Issue Date and any Additional Notes held by issued under the Company and its Subsidiaries) Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; redemption and (iib) the each such redemption occurs within 90 180 days of the date of the closing of such sale of the applicable Equity InterestsOffering or contribution. (bc) At any time prior to June September 15, 20172023, the Company Issuers may also at their option on one or more occasions redeem all or a part up to 10.00% of the original aggregate principal amount of the Notes upon not less than 30 nor more than 60 days’ written notice, issued under the Indenture during each twelve-month period commencing with the Issue Date at a redemption price (as calculated by the Issuers) equal to 100103.00% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to such to, but excluding, the Redemption Date (Date, subject to the right of Holders of record on the relevant record date Record Date to receive interest due on any Interest Payment Date occurring prior to the relevant interest payment date)Redemption Date. (d) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the event the Company has becomeIssuers purchase, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to third party making such Notes, any Additional Amounts Change of Control Offer or other tender offer in excess lieu of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change inIssuers purchases, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance all of the Notes pursuant validly tendered and not validly withdrawn by such Holders, all of the Holders will be deemed to have consented to such tender offer and accordingly, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the Indentureprice offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (3) such obligation subject to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available right of the Holders of record on the relevant Record Date to it (including, without limitation, changing receive interest due on an Interest Payment Date that is on or prior to the jurisdiction from or through which payments are madeRedemption Date).

Optional Redemption. (a) At Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to February 15, 2018. On or after February 15, 2018, the Issuers may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February 15 of the years indicated below: YEAR PERCENTAGE 2018 105.625 % 2019 103.750 % 2020 101.875 % 2021 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June February 15, 20172018, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 106107.50% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 redemption date), in an amount not greater than the event net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company has becomeand its Subsidiaries) and (ii) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to February 15, 2018, the Issuers may on any one or would becomemore occasions redeem all or part of the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, obligated plus (2) accrued and unpaid interest, if any, to pay, the redemption date (subject to the right of Holders of record on the next relevant record date to receive interest due on an interest payment date that is on which any amount would or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be payable with respect to such Notesredeemed, any Additional Amounts in excess as a whole, following certain Change of Control Offers, at the Additional Amounts the Company would be obligated to pay if payments made on the Notes were redemption price and subject to withholding or deduction of Mexican taxes at a rate the conditions set forth in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunderSection 4.15(6) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June 15on or after March 12, 20172027, the Company may redeem at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a any part of the Notes upon not less than 30 10 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amountsthereon, if any, on the Notes redeemedto, to but not including, the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Date (subject to the right of Holders of record the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment datedate occurring on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on March 12 of the years indicated below: 2027 104.000 % 2028 102.000 % 2029 and thereafter 100.000 % Prior to March 12, 2027, the Company may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days’ prior written notice to Holders, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Make-Whole Amount (as calculated by the Company) as of, and accrued and unpaid interest, if any, to, but not including, the applicable Redemption Date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date). At any time and from time to time prior to March 12, 2027, the Company may redeem the Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 108.000% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date), in the event the Company has become, or would become, obligated an aggregate principal amount for all such redemptions not to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess exceed 40% of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance aggregate principal amount of the Notes pursuant to issued under the Indentureindenture on the issue date of the Notes; provided that: (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and and (3ii) such obligation to pay Excess Additional Amounts cannot be avoided less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Company taking reasonable measures available or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently. Any redemption and notice of redemption may, at the Company’s discretion, be subject to it (includingthe satisfaction of one more conditions precedent as provided in Section 11.05 of the Indenture. Nothing in this Note or the Indenture will limit the Company’s or its Affiliates’ ability to repurchase or retire Notes other than by redemption, without limitationwhether by tender offer, changing the jurisdiction from exchange offer, open market repurchases, privately negotiated transactions or through which payments are made)otherwise.

Optional Redemption. (a) At any time Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers will not have the option to redeem the Notes prior to June October 15, 2017. On or after October 15, 2017, the Company Issuers may redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on October 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 Redemption Date: Year Percentage 2017 102.750 % 2018 101.833 % 2019 100.917 % 2020 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to October 15, 2015, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) then Outstanding upon not less than 10 nor more than 60 days’ notice, at a redemption price of 106105.500% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts, if any, to the 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 Redemption Date), using cash in an amount up to the amount of with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings by Regency Energy Partners; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under on the date of the Indenture (excluding Notes held by the Company Regency Energy Partners and its Subsidiaries) remains outstanding Outstanding immediately after the occurrence of such redemption; redemption and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June October 15, 2017, the Company Issuers may also redeem all or a part of the Notes Notes, upon not less than 30 10 nor more than 60 days’ written prior notice, 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 Additional Amountsto, if anybut excluding, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, an Interest Payment Date that is prior to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. Except as set forth below, the Issuer will not be entitled to redeem the Notes at its option. (ai) At any time prior to June 151, 20172023, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticenotice as described in Section 3.03 of the Indenture, 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 Amountsinterest, if any, to but not including the date of redemption (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 dateInterest Payment Date. (cii) On or and after June 151, 20172023, the Company Issuer may redeem all the Notes, in whole or a part in part, upon notice as described in Section 3.03 of the Notes upon not less than 30 nor more than 60 days’ written noticeIndenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to such but not including the applicable Redemption Date (Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, in if redeemed during the event twelve-month period beginning on June 1 of each of the Company has becomeyears indicated below: 2023 102.313% 2024 101.156% 2025 and thereafter 100.000% (iii) In addition, or would becomeuntil June 1, obligated to pay2023, the Issuer may, at its option, on one or more occasions redeem up to 40% of the next aggregate principal amount of Notes at a redemption price equal to 104.625% of the aggregate principal amount thereof, plus accrued and unpaid interest payment thereon, if any, to but not including the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on which any the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount would be payable with respect to such Notes, of (x) Notes originally issued under the Indenture and (y) any Additional Amounts in excess of Notes issued under the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or Indenture after the Issue Date (orremains outstanding immediately after the occurrence of each such redemption; provided, if laterfurther, that each such redemption occurs within 90 days of the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, of closing of each such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Equity Offering.

Optional Redemption. (a) At any time prior to June 15, 20172016, the Company may Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, (calculated after giving effect to the Redemption Dateissuance of Additional Notes), using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100106.000% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, subject to the rights date of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. redemption (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From Interest Payment Date) with an amount of cash equal to the net cash proceeds of an Equity Offering by Solera; provided that: (A) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (calculated after giving effect to the issuance of Additional Notes and excluding Notes held by Solera and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (B) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to June 15, 2017 through June 142017, 2018 103.00 % From June 15the Notes may be redeemed, 2018 through June 14in whole or in part, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its the option at any timeof the Issuer, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstandingnotice, at a redemption price equal to 100% of the aggregate principal amount thereofof the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to such Redemption Date (the applicable date of redemption, subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date. (c) Except pursuant to the two preceding paragraphs, in the event Notes will not be redeemable at the Company has becomeIssuer’s option prior to June 15, 2017. (d) On or would becomeafter June 15, obligated to pay2017, the Issuer may on any one or more occasions redeem all or a part of the Notes, at its option, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the next interest payment date Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on which any amount would be payable with respect to such Notes, any Additional Amounts in excess June 15 of the Additional Amounts years indicated below, subject to the Company would be obligated rights of Holders on the relevant record date to pay if payments made receive interest due on the relevant Interest Payment Date: Year Percentage 2017 103.000 % 2018 101.500 % 2019 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, portions thereof called for redemption on the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable redemption date.

Optional Redemption. (a) At any time prior to June 15December 13, 20172020, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticesuch notice as described under Section 3.03 hereof, 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 Amountsinterest, if any, to to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (cb) On or after June 15, 2017At any time and from time to time, the Company Issuer may redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 nor more than 60 days’ written noticenotice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereofin this Section 3.07(b), plus accrued and unpaid interest and Additional Amountsinterest, if any, to such Redemption Date (thereon to, but not including, the applicable redemption date, subject to the right of Holders of Notes of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, if redeemed during the twelve-month period beginning on December 13th of each of the years indicated below; provided, that for any redemption in connection with an IPO or a sale of at least a majority of the Equity Interests of the Issuer (excluding any Permitted Change of Control) on or prior to December 13, 2020, (x) such percentage shall be 103.000% and (y) at least 25% of the sum of the aggregate principal amount of the then-outstanding Notes issued under this Indenture (other than Notes held by the Issuer or any of its Restricted Subsidiaries) remain outstanding immediately after the occurrence of each such redemption, unless all such Notes are redeemed substantially concurrently: 2020 102.000 % 2021 101.000 % 2022 and thereafter 100.000 % (c) At any time after the occurrence of a Permitted Change of Control, the Issuer may redeem the Notes, in whole or in part, upon notice as described under Section 3.03 hereof, at the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any redemption prices (expressed as percentages of principal amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to be redeemed) set forth in this Section 3.07(c), plus accrued and unpaid interest, if any, thereon to, but not including, the applicable redemption date, subject to the Indentureright of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the relevant twelve-month period following such Permitted Change of Control: First Year Following Permitted Change of Control Effective Date 103.000 % Second Year Following Permitted Change of Control Effective Date 102.000 % Third Year Following Permitted Change of Control Effective Date 101.000 % Thereafter 100.000 % (d) Any notice of any redemption may be given prior to the redemption thereof, and (3) any such obligation redemption or notice may, at the Issuer’s discretion, be subject to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (one or more conditions precedent, including, without limitation, changing the jurisdiction from consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice 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 or purchase 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 redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time prior to June October 15, 20172012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 106equal to 112.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in an amount up date of redemption (subject to the amount rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of a sale of common from one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that that: (i1) at least 65% of the aggregate principal amount of Initial Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time prior to June October 15, 20172012, the Company may also on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, the Redemption Dateapplicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to October 15, 2012. (d) On or after June October 15, 20172012, the Company may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the periods twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2012. 106.375 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 2013 and thereafter 100.00 % (d) The 100.000 % Unless the Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) defaults in the payment of the Notes then outstandingredemption price, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, will cease to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made accrue on the Notes were subject or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time prior Prior to June October 15, 20172016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued outstanding under this Indenture (which may include Additional Notes) with an amount of cash not greater than the Indenture amount of the net cash proceeds from one or more Equity Offerings at a redemption price of 106equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, on the Notes to be redeemed to the Redemption Date, using cash in an amount up redemption date (subject to the amount right of Holders of record on the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of relevant record date to receive interest and Liquidated Damages, if any, due on the Companyrelevant interest payment date); provided that that (i1) at least 65% of the aggregate principal amount of the Notes originally issued under on the Indenture Issue Date (excluding Notes held by the Company and its Subsidiaries) ), remains outstanding immediately after the occurrence of each such redemption; and and (ii2) the redemption occurs within 90 180 days of the date of after the closing of such sale of Equity InterestsOffering. (b) At any time or from time to time prior to June October 15, 20172016, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeNotes, 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 Additional Amounts, if any, to the Redemption DateMake-Whole Price, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date. (c) On In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or after June 15, 2017Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described in Section 4.14(c) hereof) purchases all of the Notes held by such Holders, the Company may redeem all or a part of will have the Notes right, upon not less than 30 nor more than 60 days’ written prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in Section 4.14 hereof, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the redemption prices (expressed as percentages Change of principal amount) set forth below plus Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, on the Notes redeemedthat remain outstanding, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights date of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Date redemption (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on an interest payment date that is on or prior to the redemption date). (d) Except as provided in the preceding paragraphs (a), (b) and (c), the Notes will not be redeemable at the Company’s option prior to October 15, 2016. (e) On and after October 15, 2016, the Company may redeem all or a part of the Notes, from time to time, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes to be redeemed to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date), if redeemed during the twelve-month period beginning on October 15 of the years indicated below: 2016 105.156 % 2017 103.438 % 2018 101.719 % 2019 and thereafter 100.000 % (f) Unless the Issuers default in the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated redemption price, interest will cease to pay if payments made accrue on the Notes were subject or portions thereof called for redemption on the applicable redemption date. (g) Any redemption pursuant to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Section 3.01 through which payments are made)Section 3.06 hereof.

Optional Redemption. (a) At any time prior to June 15July 1, 2017, the Company may Issuers are entitled to redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior written notice sent to each Holder or otherwise in accordance with the procedures of the Depositary at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, 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 due on an Interest Payment Date falling on or prior to such redemption date). Promptly after the determination thereof, the Issuers shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) Prior to July 1, 2016, the Issuers are entitled on any one or more occasions to redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture (including Additional Notes, if any) at a redemption price of 106equal to 106.125% of the principal amount thereofof the Notes being redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the Redemption Date, using cash in an amount up applicable redemption date (subject to the amount right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) using the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemptionredemption (other than Notes held, directly or indirectly, by the Issuers or Affiliates of the Issuers); and (ii2) the such redemption occurs within prior to 90 days of after the date of the closing of such sale of Equity InterestsOffering. (c) Except pursuant to Section 3.07(a) or (b) At any time ), the Notes shall not be redeemable at the Issuers’ option prior to June 15July 1, 2017. (d) On and after July 1, 2017, the Company may also Issuers are entitled to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices applicable to the Notes (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, if any, to but excluding the applicable Redemption Dateredemption date, if redeemed during the periods 12-month period beginning on July 1 of each of the years indicated below, subject to the rights of Holders of record of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Record 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: 2017 104.594 % 2018 103.063 % 2019 101.531 % 2020 and thereafter 100.000 % (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to Sections 3.01 through 3.06. (f) Any redemption notice in connection with this Section 3.07 may, in at the event the Company has becomeIssuers’ discretion, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding the satisfaction of one or deduction more conditions precedent, including the occurrence of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if Control Triggering Event or completion of an Equity Offering. (1g) If the above-mentioned change or amendment optional redemption date is announced on or after a Record Date and on or before the Issue Date (orrelated Interest Payment Date, the accrued and unpaid interest, if laterany, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant shall be paid to the IndenturePerson in whose name the Note is registered at the close of business on such Record Date, and (3) such obligation no additional interest shall be payable to pay Excess Additional Amounts cannot Holders whose Notes shall be avoided subject to redemption by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Issuer.

Optional Redemption. (a) At Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to June 15, 2009. On or after June 15, 2009, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2009 103.813 % 2010 101.906 % 2011 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 15, 20172008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company at a redemption price of 106equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, any to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Companyredemption date; provided that (i) at least 65% of the in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; redemption and (ii) the that such redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (bc) At any time prior to June 15, 20172009, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticeprior 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 Additional AmountsSpecial Interest, if any, to the Redemption Datedate of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June 15April 1, 20172015, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Company, upon notice as provided in the Indenture, at a redemption price of 106equal to 107.875% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in an amount up date of redemption (subject to the amount rights of Holders on the net cash proceeds of a sale of common Equity Interests relevant record date to receive interest on the relevant Interest Payment Date), provided that: (other than Disqualified Stock) of the Company; provided that (iA) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (iiB) the redemption occurs within 90 180 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time prior to June 15April 1, 20172016, the Company Issuers may also on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticenotice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if any, to the Redemption Datedate of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) On or after June 15The Issuers may redeem all (but not a portion of) the Notes when permitted by, 2017and pursuant to the conditions in, Section 5.15(f) of the Indenture. (d) Except pursuant to the preceding paragraphs, the Company Notes will not be redeemable at the Issuers’ option prior to April 1, 2016. (e) On and after April 1, 2016, the Issuers may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticenotice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated belowredemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below: Year Percentage From June 15, 2016 103.93750% 2017 through June 14, 101.96875% 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 100.00000% (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June On or after January 15, 20172022, the Company may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $2,000 or whole multiples of $1,000 in excess thereof, at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 2022 104.750 % 2023 102.375 % 2024 and thereafter 100.000 % (b) In addition, at any time and from time to time prior to January 15, 2022, the Company may use funds in an amount not exceeding the amount of the net cash proceeds of one or more occasions Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Supplemental Indenture (including the Indenture principal amount of any Additional Notes issued under this Supplemental Indenture) at a redemption price of 106equal to 109.500% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in an amount up redemption date (subject to the amount rights of Holders of record on relevant record dates to receive interest due on the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at relevant interest payment date). At least 65% of the aggregate principal amount of Notes originally (including the principal amount of any Additional Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiariesthis Supplemental Indenture) remains shall remain outstanding immediately after the occurrence of such redemption; and (ii) . In order to effect this redemption, the Company shall complete such redemption occurs within 90 no later than 180 days of the date of after the closing of the related Equity Offering. Notice of any redemption pursuant to this clause (b) may be given prior to the completion of the applicable Equity Offering, and any such sale redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of such Equity InterestsOffering. If any such conditions do not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders of the Notes to be redeemed in the same manner in which the notice of redemption was given. (bc) At The Notes may also be redeemed, in whole or in part, at any time or from time to time prior to June January 15, 2017, 2022 at the option of the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Amountsinterest, if any, to 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. (c) On or after June 15, 2017to, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the applicable redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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). (d) Pursuant to Section 4.17(h), in the event the Company has becomemay also redeem all, or would becomebut not less than all, obligated to pay, on of the next interest payment date on which any amount would be payable with respect to such outstanding Notes, any Additional Amounts in excess of at the Additional Amounts the Company would be obligated to pay if payments made on the Notes were redemption price and subject to withholding or deduction of Mexican taxes at a rate the conditions set forth in excess of 4.9 percent Section 4.17(h). (“Excess Additional Amounts”e) Any redemption pursuant to this Section 3.07 (other than as a result of: (aexpressly provided otherwise in this Section 3.07) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06.

Optional Redemption. (a) Except as set forth in subparagraph (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to May 15, 2018. On or after May 15, 2018, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2018 102.438 % 2019 101.625 % 2020 100.813 % 2021 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and Additional Interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (b) At any time prior to June May 15, 20172016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price of 106104.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of Date with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the notice of such redemption occurs is given within 90 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At any time prior to June May 15, 20172018, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written prior notice, 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 AmountsInterest, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time Except as described below under clauses 5(b), 5(c), 5(d) and 5(f) hereof, the Issuer will not be entitled to redeem the Notes at its option prior to June 15February 1, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, 2023. 1 With respect to the Redemption Date, using cash in an amount up Initial Notes. 2 With respect to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsInitial Notes. (b) At any time prior to June 15February 1, 2017, 2023 the Company Issuer may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeprior notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as ofof the Redemption Date, and plus, without duplication, accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the Redemption Date, Date (subject to the rights of Holders of Notes 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). (c) On or after June 15Until February 1, 20172023, the Company may redeem all or a part Issuer may, at its option, upon prior notice as described in Section 3.03 of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if anyIndenture, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor one or more than 60 days’ written notice to Holdersoccasions, redeem all (but not less than all) of the Notes then outstanding, at 100up to 40% of the aggregate principal amount thereof, of the Notes issued by it at a redemption price equal to 108.625% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amountsthereon, if any, to such 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 falling prior to or on the Redemption Date), with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed (or to be repurchased or redeemed) in accordance with the terms of the Indenture); provided further that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to such Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to completion of the related Equity Offering. (d) Until the date that is 120 days after the Issue Date, the Issuer may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes issued by it at a redemption price equal to 104.3125% of the aggregate principal amount thereof plus accrued and unpaid interest payment datethereon, 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 falling prior to or on the Redemption Date), with the net cash proceeds of any loan received pursuant to a Regulatory Debt Facility; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed (or to be repurchased or redeemed) in accordance with the terms of the Indenture). The Issuer must provide notice of any such redemption as described in Section 3.03 of the Indenture. (e) On and after February 1, 2023, the Issuer may redeem the Notes, in whole or in part, upon notice as described in Section 3.03 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 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 falling prior to or on the Redemption Date) if redeemed during the twelve-month period beginning on February 1 of each of the years indicated below: 2023 104.31250 % 2024 102.15625 % 2025 and thereafter 100.0000 % (f) At any time, in connection with any tender offer or other offer to purchase the Notes (including pursuant to a Change of Control Offer or Asset Sale Offer (each as defined below)), if not less than 90.0% in aggregate principal amount of the outstanding Notes are purchased by the Issuer, or, in the event case of a Change of Control Offer, any third party purchasing or acquiring Notes in lieu of the Company has becomeIssuer, the Issuer or would becomesuch third party will have the right, obligated upon notice as described in Section 3.03, to payredeem the Notes of such series that remain outstanding following such purchase at the price paid to holders in such purchase, 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 next relevant record date to receive interest payment date due on which any amount would the relevant Interest Payment Date falling prior to or on the Redemption Date). (g) Any redemption pursuant to this paragraph 5 shall be payable with respect made pursuant to such Notesthe provisions of Section 3.01 through 3.06 of the Indenture. In addition, any Additional Amounts in excess of redemption pursuant to this paragraph 5 may, at the Additional Amounts the Company would Issuer’s discretion, be obligated to pay if payments made on the Notes were subject to withholding one or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change inmore conditions precedent, or amendment including, but not limited to, completion of a debt or equity financing, acquisition or other transaction, event or other specified condition. In addition, if such redemption is subject to the laws satisfaction of one or more conditions precedent, the related notice 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 waived (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) to a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or date later than 60 days after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdictionsuch notice was mailed or delivered electronically), (2) there has 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 a further issuancesatisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, or such obligation to pay Excess Additional Amounts would have arisen absent a further issuance notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Notes pursuant to the Indenture, and (3) Issuer any or all of such obligation to pay Excess Additional Amounts canconditions will not be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from satisfied or through which payments are made)waived.

Optional Redemption. (a) At any time prior to June December 15, 20172015, the Company may Issuer is entitled to redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior written notice sent to each Holder or otherwise in accordance with the procedures of the Depositary at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, 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 due on an Interest Payment Date falling on or prior to such redemption date). Promptly after the determination thereof, the Issuer shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) Prior to December 15, 2015, the Issuer is entitled on any one or more occasions to redeem up to 35% of the aggregate principal amount of the Notes issued under the this Indenture (including issuance of Additional Notes, if any) at a redemption price of 106equal to 106.500% of the principal amount thereofof the Notes being redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the Redemption Date, using cash in an amount up applicable redemption date (subject to the amount right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date) using the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemptionredemption (other than Notes held, directly or indirectly, by the Issuer or Affiliates of the Issuer); and (ii2) the such redemption occurs within prior to 90 days of after the date of the closing of such sale of Equity InterestsOffering. (c) Except pursuant to Section 3.07(a) or (b) At any time ), the Notes shall not be redeemable at the Issuer’s option prior to June December 15, 20172015. (d) On and after December 15, 2015, the Company may also Issuer is entitled to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices applicable to the Notes (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, if any, to but excluding the applicable Redemption Dateredemption date, if redeemed during the periods 12-month period beginning on December 15 of each of the years indicated below, subject to the rights of Holders of record of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Record 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: 2015 104.875 % 2016 103.250 % 2017 101.625 % 2018 and thereafter 100.000 % (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to Sections 3.01 through 3.06. (f) Any redemption notice in connection with this Section 3.07 may, in at the event the Company has becomeIssuer’s discretion, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding the satisfaction of one or deduction more conditions precedent, including the occurrence of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if Control Triggering Event or completion of an Equity Offering. (1g) If the above-mentioned change or amendment optional redemption date is announced on or after a Record Date and on or before the Issue Date (orrelated Interest Payment Date, the accrued and unpaid interest, if laterany, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant shall be paid to the IndenturePerson in whose name the Note is registered at the close of business on such Record Date, and (3) such obligation no additional interest shall be payable to pay Excess Additional Amounts cannot Holders whose Notes shall be avoided subject to redemption by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Issuer.

Optional Redemption. (a) At any time prior to June 15December 1, 20172013, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 106106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the 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 Redemption Date), using cash in an amount up to the amount of with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings by Regency Energy Partners; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally (including any Additional Notes) issued under the this Indenture (excluding Notes held by the Company Regency Energy Partners and its Subsidiaries) remains outstanding Outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time Except pursuant to the preceding paragraph and paragraph (d) of this Section 3.07 and of Section 4.15, the Notes will not be redeemable at the Issuers’ option prior to June 15December 1, 20172014. (c) On or after December 1, 2014, the Company Issuers may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to the applicable Redemption Date, if redeemed, during the twelve-month period beginning on December 1 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 Redemption Date: Year Percentage 2014 103.438% 2015 101.719% 2016 and thereafter 100.000% Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (d) At any time prior to December 1, 2014, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, 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 Additional Amountsto, if anybut excluding, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant an interest payment datedate that is on or prior to the Redemption Date. (ce) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the Any redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, pursuant to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would this Section 3.07 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time prior to June December 15, 20172005, the Company MagnaChip may on any one or more occasions redeem up to 35% of the aggregate principal amount of Floating Rate Notes issued under the Indenture (including any Floating Rate Additional Notes issued after the Issue Date) at a redemption price of 106100% of the principal amount thereof, plus the LIBOR Rate in effect on the date of the redemption notice plus 3.25%, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the Redemption Dateredemption date, using with the net cash in an amount up proceeds of one or more Public Equity Offerings or a contribution to the amount of MagnaChip’s common equity capital made with the net cash proceeds of a sale concurrent Public Equity Offering of common Equity Interests (other than Disqualified Stock) US LLC or any of the Companyits Subsidiaries; provided that that: (i1) at least 65% of the aggregate principal amount of Floating Rate Notes originally issued under the this Indenture (excluding Floating Rate Notes held by the Company MagnaChip and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Public Equity InterestsOffering or equity contributions. (b) At any time prior to June On or after December 15, 20172005, the Company MagnaChip may also redeem all or a part of the Notes Floating Rate Notes, upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal prior notice mailed by first-class mail to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeeach holder’s registered address, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, on the Floating Rate Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on December 15 of the years indicated below, subject to the rights of Holders holders of Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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): 2005 103 % 2006 102 % 2007 101 % 2008 and thereafter 100 % At any time prior to December 15, in the event the Company has become2005, MagnaChip may also redeem all or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess a part of the Additional Amounts the Company would be obligated to pay if payments made on the Floating Rate Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or Floating Rate Additional Notes issued after the Issue Date (orDate), 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 Floating Rate Notes redeemed plus the Floating Rate Second Priority Notes Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if laterany, to the redemption date, subject to the rights of holders of Floating Rate Notes on the relevant record date to receive interest due on which a jurisdiction becomes a the relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance interest payment date. Unless MagnaChip defaults in the payment of the redemption price, interest will cease to accrue on the Floating Rate Notes pursuant to or portions thereof called for redemption on the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable redemption date.

Optional Redemption. (a) At any time prior to June September 15, 20172020, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price of 106107.75% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but excluding the Redemption Dateredemption date, using cash in an amount up subject to the amount rights of Holders on the net cash proceeds relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds of a sale of common one or more Public Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally (which includes issued Additional Notes, if any) issued under the this Indenture (excluding Notes held by the Company Superior Energy and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Public Equity InterestsOffering. (b) At any time prior to June On or after September 15, 20172020, the Company Issuer may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), if redeemed during the twelve-month period beginning on September 15 of the years indicated below: Year Percentage 2020 103.875 % 2021 101.938 % 2022 and thereafter 100.000 % At any time prior to September 15, 2020, Issuer 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, or with respect to Global Notes, to the extent permitted or required by applicable DTC Procedures or regulations, sent electronically, 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 Additional AmountsInterest, if any, to to, but excluding, the Redemption Dateapplicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Unless Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (c) On or after June Except pursuant to the preceding paragraphs, the Notes will not be redeemable at Issuer’s option prior to September 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 %2020. (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice Any redemption pursuant to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would this Section 3.07 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot provisions of Sections 3.01 through 3.06 hereof. The redemption price shall be avoided determined by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Issuer.

Optional Redemption. (a) Except pursuant to the following paragraphs and as set forth in Section 4.14(e) of the Indenture, the Notes will not be redeemable at the Company’s option. (b) At any time prior to June March 15, 20172028, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106equal to 106.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but not including, the date of redemption (subject to the Redemption rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), using cash in with an amount up to the amount of cash not greater than the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that that: (i) at least 6560% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii) the redemption occurs within 90 180 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At any time prior to June March 15, 20172028, the Company may also on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including, the Redemption Datedate of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (cd) On or after June March 15, 20172028, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but not including, the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the periods 12-month period beginning on March 15 of the years indicated belowbelow (or thereafter in the case of 2030), subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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: 2028 103.375 % 2029 101.688 % 2030 and thereafter 100.000 % Unless the Company defaults in the event payment of the Company has becomeredemption price, or would becomethe redemption is subject to satisfaction of one or more conditions precedent and such conditions precedent are not satisfied, obligated the Notes will become due and payable and interest will cease to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made accrue on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, portions thereof called for redemption on the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable redemption date.

Optional Redemption. (a) At any time prior Prior to June January 15, 20172004, the Company Issuers may redeem, on any one or more occasions redeem occasions, with the net cash proceeds of one or more public offerings of the common equity of the Parent (a "Public Equity Offering") (within 60 days of the consummation of any such Public Equity Offering), up to 35% of the aggregate principal amount of the Notes originally issued under the Indenture at a redemption price of 106equal to 109% of the principal amount thereof, of such Notes plus accrued and unpaid interest and Additional AmountsLiquidated Damages thereon, if any, to the Redemption Dateredemption date; provided, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided however, that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of any such redemption; . OFFERS TO PURCHASE. Subject to the Company's obligation to make an offer to purchase Notes in connection with Asset Sales and a Change of Control (ii) as described in the Indenture), the Issuers have no mandatory redemption or sinking fund obligations with respect to the Notes. Notice of any such offer to purchase will be given as provided in the Indenture. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below and taking certain other actions, all as set forth in the Indenture. NOTICE OF REDEMPTION. Notice of redemption will be mailed, by first class mail, at least 30 days but not more than 60 days before the redemption occurs within 90 days date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15$1,000, 2017, the Company may also redeem unless all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at held by a redemption price equal Holder are to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, be redeemed. On and accrued and unpaid interest and Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid date interest and Additional Amounts, if any, ceases to accrue on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)portions thereof called for redemption.

Optional Redemption. (a) At any time prior to June January 15, 20172010, the Company may may, at its option, on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes, as the Indenture case may be), at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, equal to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65111.25% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders on the record date to receive interest due on the interest payment date, with the net cash proceeds of one or more Equity Offerings (provided, that if the Equity Offering is an offering by any direct or indirect parent corporation of the Company, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes originally issued under is contributed to the Indenture equity capital of the Company), or the Net Proceeds of one or more Designated Asset Sales; provided, however, that (excluding 1) at least 50% of the aggregate principal amount of the Notes held by the Company and its Subsidiaries(calculated after giving effect to any issuance of Additional Notes) remains must remain outstanding immediately after the occurrence of each such redemptionredemption (excluding in such calculation, Notes held by the Company or any of its Affiliates); and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering or Designated Asset Sale, as the case may be. (b) At any time Except pursuant to Section 3.07(a) or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to June January 15, 20172010; provided, however, the Company may also acquire the Notes by means other than a redemption. (c) On or after January 15, 2010, the Company may, at its option, redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to be redeemed to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record redemption date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 January 15 of the years indicated below: 2010 105.625 % 2011 102.813 % 2012 and thereafter 100.000 % (d) At any time prior to January 15, 2010, the Notes may be redeemed, in whole or in part, at the event option of the Company, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of such 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 record date to receive interest due on the interest payment date). (e) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 and Section 3.04), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company has becomedetermines in good faith that the Company or any Guarantor is, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with in respect to such of the Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on Additional Amounts in respect of the Notes were subject pursuant to withholding the terms and conditions thereof, which the Company or deduction such Guarantor, as the case may be, cannot avoid by the use of Mexican taxes at reasonable measures available to it (including, without limitation, making payment through a rate Paying Agent located in excess of 4.9 percent (“Excess Additional Amounts”) another jurisdiction), as a result of: : (a1) any change in, or amendment to, the laws (including or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the relevant Tax JurisdictionIssue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or or (b2) any change in the official application, administration administration, or interpretation of such laws the laws, regulations or regulations in the relevant Tax rulings of any Relevant Taxing Jurisdiction (each including a holding, judgment, or order by a court of (a) and (b) a “Change of Tax Law”competent jurisdiction), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if laterin the case of a Relevant Taxing Jurisdiction has changed since the Issue Date, the date on which such Relevant Taxing Jurisdiction became a jurisdiction Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a relevant Tax Jurisdictionparty to this Indenture after the Issue Date or a successor person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (2or another person organized or resident in the same jurisdiction) there has been first makes a further issuancepayment on the Notes. In the case of Additional Amounts required to be paid as a result of the Company conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the mailing of any notice of redemption pursuant to the foregoing, the Company will deliver to each Trustee: (1) 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 the Company so to redeem have occurred (including that such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company or any Guarantor or surviving entity taking reasonable measures available to it it); and (including2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, without limitationas the case may be, changing is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the jurisdiction from time such successor Person becomes a party to this Indenture. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or through which payments are made)portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described in this Section 3.07, the Notes will not be redeemable at the Company’s option prior to September 15, 2012. (b) At any time prior to June September 15, 20172012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, subject to the Indenture provisions of Section 3.03 hereof, at a redemption price of 106equal to 106.750% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the Redemption Date, using cash in an amount up date of redemption (subject to the amount rights of the Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of a sale of common an Equity Interests (other than Disqualified Stock) of Offering by the Company; provided that that: (i1) at least 6550% of the original aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At any time prior to June September 15, 20172012, the Company may also on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeNotes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the Redemption Datedate of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (cd) At any time prior to September 15, 2014, the Company may redeem a portion of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that in no event may the Company redeem more than 10% of the original aggregate principal amount of the Notes during any period of twelve consecutive months. (e) On or after June September 15, 20172012, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeNotes, subject to the provisions of Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount) set forth below amount on the date of redemption), plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, redeemed to the applicable Redemption Datedate of redemption, if redeemed during the periods indicated 12-month period beginning on September 15 of the years set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Period Percentage From June 15, 2017 through June 14, 2018 103.00 2012 105.063 % From June 15, 2018 through June 14, 2019 101.50 2013 103.375 % From June 15, 2019 2014 and thereafter 100.00 % (d) The 100.000 % Unless the Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) defaults in the payment of the Notes then outstandingredemption price, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, will cease to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made accrue on the Notes were subject or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time prior to June 15September 1, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes Notes, on any one or more occasions upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to the date of redemption (the “Redemption Date”), subject to the rights of the Holders of Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time on or prior to September 1, 2015, the Company may on any one or more occasions redeem Notes with the net cash proceeds of one or more Equity Offerings, at a redemption price of 105.500% of the principal amount thereof, plus accrued and unpaid interest payment datethereon to the Redemption Date, provided that at least 65% of the principal amount of Notes originally issued on the Issue Date remains outstanding immediately following such redemption (excluding Notes held by the Company or any of its Subsidiaries); and provided, further, that such redemption shall occur within 120 days of the date of the closing of any such Equity Offering. (c) On The Notes will be redeemable, in whole or in part on any one or more occasions, at the option of the Company, at any time on or after June 15September 1, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, thereon to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on September 1 of the years indicated below, subject to the rights of the Holders of the Notes on the relevant record date Record Date to receive interest on the relevant interest payment dateInterest Payment Date: Year Percentage From June 15, 2017 through June 14, 102.750 % 2018 103.00 101.833 % From June 15, 2018 through June 14, 2019 101.50 100.917 % From June 15, 2019 2020 and thereafter 100.00 100.000 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice Notes will also be redeemable as provided in Section 4.14(f). (e) Any redemption pursuant to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would this Section 3.07 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to December 15, 2018. On or after December 15, 2018, the Issuers may on one or more occasions redeem all or part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: YEAR PERCENTAGE 2018 104.250 % 2019 102.125 % 2020 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a)of this Paragraph 5, at any time prior to June December 15, 20172018, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 106108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, thereon to the Redemption Dateredemption 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 redemption date), using cash in an amount up to the amount of not greater than the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the each such redemption occurs within 90 180 days of the date of the closing of each such sale of Equity InterestsOffering. (bc) At any time prior Prior to June December 15, 20172018, the Company Issuers may also on one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to the sum of (1) 100% of the principal amount of Notes redeemed thereof, plus the Applicable Premium as of, and (2) accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant record redemption date to receive interest due on the relevant interest payment date. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), in the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and plus (3) such obligation the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing conditions set forth in Section 4.15 of the jurisdiction from or through which payments are made)Indenture.

Optional Redemption. (a) At any time prior to June 15, 2017, the The Company may redeem the Notes, in whole or in part, on any one or more occasions redeem up to 35% occasions, in accordance with Section 3.03 of the aggregate principal amount of Notes issued under the Indenture Indenture, at a redemption price equal to the greater of 106(i) 100% of the principal amount of the Notes to be redeemed; and (ii) as determined by a 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 to (but excluding) the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 100 basis points; plus, in each case, accrued and unpaid interest to (but excluding) the redemption date. (b) [Reserved]. (c) If the Company becomes obligated to pay any Additional Amounts because 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, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, upon not less than 30 nor more than 60 days’ notice, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest to (but excluding) the redemption date, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of any time that the aggregate principal amount of the Notes originally issued under outstanding is greater than US$20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of with respect to such redemptionHolder’s Notes; and (ii) the redemption occurs within 90 days of the date of the closing of provided, further, that if any Holder waives such sale of Equity Interests. (b) At any time prior to June 15, 2017compliance, the Company may also not redeem all or a part of the that Holder’s Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal pursuant to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to 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. this clause (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 %). (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice Any prepayment pursuant to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would this paragraph 5 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June 15February 1, 20172016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to any Issuance of Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price of 106equal to 107.875% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the Redemption date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), using cash in with an amount up to the amount of cash no greater than the net cash proceeds of a sale of common from all Equity Interests (other than Disqualified Stock) of Offerings by the CompanyCompany since the Issue Date; provided that that: (i) at least 65% (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii) the redemption occurs within 90 120 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time prior to June 15February 1, 2017, the Company may also on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the Redemption Datedate of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 1, 2017. (d) On or after June 15February 1, 2017, the Company may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the periods twelve-month period beginning on February 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date: Year Percentage From June 15, 2016 103.938 % 2017 through June 14, 101.969 % 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The 100.000 % Unless the Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) defaults in the payment of the Notes then outstandingredemption price, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, will cease to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made accrue on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, portions thereof called for redemption on the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable redemption date.

Optional Redemption. (a) At any time Except as described below under clauses 5(b), 5(c) and 5(d) and paragraph 6 hereof, the Notes will not be redeemable at the Issuers’ option prior to June 15, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interestsmaturity. (b) At any time prior to June 15October 1, 20172023, the Company Issuers may also redeem all or a part of the Notes in whole or in part, upon not less than 30 10 nor more than 60 days’ written noticeprior notice delivered electronically, in accordance with the Depositary’s procedures in the case of Global Notes or mailed by first-class mail to the registered address of each Holder or otherwise in accordance with the Depositary’s procedures at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as ofof the Redemption Date and, and without duplication, accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the applicable Redemption Date, subject to the rights right of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) On or and after June 15October 1, 20172023, the Company Issuers may redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 10 nor more than 60 days’ written notice, at the following redemption prices (expressed as percentages a percentage of the principal amountamount of Notes to be redeemed) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to such but excluding the applicable 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), in if redeemed during the event the Company has become, or would become, obligated to pay, twelve-month period beginning on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess October 1 of each of the Additional Amounts years indicated below: 2023 102.813 % 2024 101.406 % 2025 and thereafter 100.000 % (d) At any time (which may be more than once) prior to October 1, 2023, the Company would be obligated Issuers may, at their option, redeem up to pay if payments made on 40% of the aggregate principal amount of Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) redemption price equal to 105.625% of the relevant Tax Jurisdiction; or (b) any change in aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to but excluding the official applicationapplicable Redemption Date, administration or interpretation of such laws or regulations in with the relevant Tax Jurisdiction (each net cash proceeds of (a) and one or more Equity Offerings and/or (b) one or more Business Unit Dispositions, in each case to the extent such net cash proceeds are received by or contributed to Parent or a “Change Restricted Subsidiary of Tax Law”), if (1) Parent; provided that at least 60% of the above-mentioned change or amendment is announced on or sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date (orremains 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 or such Business Unit Disposition. Notice of any optional redemption, including upon any Equity Offering or Business Unit Disposition, may be given prior to the redemption 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 or Business Unit Disposition, if laterapplicable. If such redemption is subject to satisfaction of one or more conditions precedent, the date on which a jurisdiction becomes a relevant Tax Jurisdiction)notice of such redemption shall state that, in the Issuers’ 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 Redemption Date, or by the Redemption Date so delayed. (2e) there has been a further issuance, such obligation Any redemption pursuant to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June 15October 1, 20172006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price of 106110.63% of the principal amount at maturity thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the Redemption Dateredemption date, using cash in an amount up with a contribution to the amount common equity capital of the Company made with the net cash proceeds of a sale of common concurrent Equity Interests (other than Disqualified Stock) of the CompanyOffering by O'Sullivan's direct or indirect parent; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally ▇▇▇▇▇ ▇▇▇▇▇▇ally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs must occur within 90 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time prior to June 15October 1, 20172006, the Company may also redeem all or a part of the Notes upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ written noticedays 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 Holder's registered address, at a redemption price equal to 100% of the principal amount at maturity of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to the Redemption Dateapplicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) On or after June 15October 1, 20172006, the Company may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written days notice, at the redemption prices (expressed as percentages of principal amountamount at maturity) set forth below plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemedthereon, to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on October 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2006............................................................................. 105.315% From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 2007 and thereafter 100.00 thereafter.............................................................. 100.000% (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice Any redemption pursuant to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would this Section 3.07 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Section 3.01 through which payments are made)3.06 hereof.

Optional Redemption. Except as set forth in the next three paragraphs, the Notes are not redeemable at the option of the Issuers. (a) At any time prior to June July 15, 20172015, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes in whole or in part, at their option, upon not less than 30 nor more than 60 days’ written notice, prior notice at a redemption price equal to 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, 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 redemption date. (cb) On At any time and from time to time on or after June July 15, 20172015, the Company Issuers may redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 nor more than 60 days’ written notice, notice at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount) amount set forth below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the periods twelve-month period beginning on July 15 of the year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2015 110.031 % 2016 106.688 % 2017 through June 14, 103.344 % 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 100.000 % (dc) The Company At any time and from time to time prior to July 15, 2015, the Issuers may redeem Notes with the net cash proceeds received by the Issuers from any Equity Offering at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice a redemption price equal to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100113.375% of the aggregate principal amount thereof, plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes), provided that: (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Restricted Subsidiaries). (d) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. (e) Any redemption and Additional Amountsnotice of redemption may, if anyat the Issuers’ discretion, to such Redemption Date (be subject to the right satisfaction of Holders one or more conditions precedent (including, in the case of record a redemption related to an Equity Offering, the consummation of such Equity Offering). (f) If the optional redemption date is on the relevant or after an interest record date to receive interest due and on or before the relevant related interest payment date), the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuers. (g) Unless the Issuers default in the event payment of the Company has becomeredemption price, or would become, obligated interest will cease to pay, accrue on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made notes or portions thereof called for redemption on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable redemption date.

Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time or from time to time prior to June December 15, 2017, 2018 at the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) option of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to 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. (c) On or after June 15, 2017any to, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the applicable redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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). (b) At any time or from time to time on or after December 15, 2018, the Company, at its option, may redeem the Notes in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, together with accrued and unpaid interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest payment datedue on the relevant Interest Payment Date), in if redeemed during the 12-month period beginning December 15 of the years indicated below: Year Redemption Price 2018 103.938 % 2019 102.625 % 2020 101.313 % 2021 and thereafter 100.000 % (c) In the event that on or before December 15, 2018, the Company has becomereceives net cash proceeds from the sale of its Common Stock in one or more Equity Offerings, or would becomethe Company may use an amount not greater than the amount of such net cash proceeds to redeem up to 35% of the original aggregate principal amount of all Notes issued (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.250% of the principal amount thereof, obligated plus accrued and unpaid interest, if any, to paybut excluding, the redemption date (subject to the rights of Holders of Notes on the next relevant regular record date to receive interest due on the relevant interest payment date that is on which any amount would be payable with respect or prior to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdictionapplicable redemption date); or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if provided that: (1) at least 65.0% of the above-mentioned change or amendment is announced on or aggregate principal amount of Notes issued (calculated after giving effect to any issuance of Additional Notes) under the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), Indenture remains outstanding immediately after giving effect to any such redemption; and (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance the redemption occurs not more than 120 days after the date of the closing of any such Equity Offering. (d) The Notes pursuant to may also be redeemed in certain circumstances set forth in Section 4.13 of the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June October 15, 20172012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 106equal to 107.250% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the Redemption Date, using cash in an amount up date of redemption (subject to the amount rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of Offerings by the Company; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time prior to June October 15, 20172013, the Company may also on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the Redemption Datedate of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) On or after June In addition, at any time and from time to time prior to October 15, 20172013, but not more than once in any twelve-month period, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (d) Except pursuant to the preceding paragraphs (a), (b) and (c) of this Section 3.02, the Notes will not be redeemable at the Company’s option prior to October 15, 2013. (e) On or after October 15, 2013, the Company may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable Redemption Datedate of redemption, if redeemed during the periods twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2013 103.625% From June 15, 2018 through June 14, 2019 101.50 2014 101.812% From June 15, 2019 2015 and thereafter 100.00 % (d) The 100.000% Unless the Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) defaults in the payment of the Notes then outstandingredemption price, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, will cease to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made accrue on the Notes were subject or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time prior to June 15Except as described below, 2017the Notes are not redeemable at the Company’s option until August 1, 2014. From and after August 1, 2014, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior 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 (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record on any one or more occasions 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 of 106Redemption Price equal to 109.750% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including, the Redemption Date, using cash in an amount up subject to the amount right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) Offerings of the Company; provided that (i) at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (ii) the provided further that each such redemption occurs within 90 days of the date of the closing of each such sale 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 (including any regulations or rulings promulgated thereunder) of Equity Interests. a Relevant Tax Jurisdiction (bor 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 the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the Issue Date, such later date) and provided the Company cannot avoid the obligation after taking reasonable measures to do so. If the Company redeems the Notes in these circumstances, it will do so at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid 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 June 15August 1, 20172014, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticeprior notice mailed by first-class mail to each Holder’s registered address, at a redemption price Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to to, but not including, 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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. In addition to the Company’s rights to redeem Notes as set forth above, in the event the Company has becomemay at any time purchase Notes in open-market transactions, tender offers or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)otherwise.

Optional Redemption. (a) Except as provided in this paragraph (5), the Notes will not be redeemable at the Company’s option prior to July 15, 2020. (b) At any time prior to June July 15, 20172018, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture Indenture, upon not less than 15 nor more than 60 days’ notice, at a redemption price of 106equal to 108.000% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount up not to the amount of exceed the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) Offerings of the CompanyCompany consummated after the Issue Date; provided that that: (i) at least 6550% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are otherwise repurchased or redeemed); and and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At any time prior to June July 15, 20172020, the Company may also on any one or more occasions redeem all or a part of the Notes upon not less than 30 15 nor more than 60 days’ written notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Datedate of redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (cd) On or after June July 15, 20172020, the Company may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 15 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Notes : 2018 105.813% 2019 103.875% 2020 101.938% 2021 and thereafter 100.000% If an optional redemption date is on the relevant or after an interest record date to receive interest and on or before the relevant related interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, will be paid to the Person in whose name the Notes is registered at the close of business on such Redemption Date (record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the right Company. The Company or any of Holders of record on the relevant record date its Restricted Subsidiaries may at any time and from time to receive interest due on the relevant interest payment date), time purchase Notes in the event open market or otherwise. Unless the Company has become, or would become, obligated to pay, on defaults in the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated redemption price, interest will cease to pay if payments made accrue on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, portions thereof called for redemption on the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable redemption date.

Optional Redemption. (a) At any time prior to June August 15, 20172028, the Company may Issuer may, at its option and on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereofoccasions, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticenotice as described in Section 11.06 of the Indenture, at a redemption price 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 Amountsinterest, if any, to to, but excluding, the Redemption Date, subject to the rights of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date. (c) Interest Payment Date falling on or prior to the Redemption Date. On or and after June August 15, 20172028, the Company may Issuer may, at its option and on one or more occasions, redeem all the Notes, in whole or a part in part, upon notice as described in Section 11.06 of the Notes upon not less than 30 nor more than 60 days’ written noticeIndenture, at the redemption prices Redemption Prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the Notes redeemed, relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date, if redeemed during the periods twelve-month period beginning on August 15 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 2028 103.375 % 2029 101.688 % 2030 and thereafter 100.000 % In addition, until August 15, 2017 through June 142028, 2018 103.00 % From June 15the Issuer may, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any timeand on one or more occasions, upon giving not less than 30 nor more than 60 days’ written notice to Holdersas described in Section 11.06 of the Indenture, redeem all (but not less than all) up to 40% of the aggregate principal amount of Notes then outstanding, (including Additional Notes) issued under the Indenture at 100a Redemption Price (as calculated by the Issuer) equal to (i) 106.75% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer plus (ii) accrued and unpaid interest and Additional Amountsthereon, 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 falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the original aggregate principal amount of Notes issued under the Indenture on the Issue Date and the original principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notwithstanding the foregoing, in connection with any tender offer, Change of Control Triggering Event Offer, Alternate Offer, Asset Sale Offer or Advance Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Issuer or any third party making such offer in lieu of the Issuer purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer 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 (with respect to the Issuer) or purchase (with respect to a third party) (and the Holders of the remaining Notes shall be deemed to have agreed to surrender) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such offer (which may be less than par and excluding any early tender or incentive fee in such offer) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (or purchase 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), in the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced Interest Payment Date falling on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant prior to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from Redemption Date or through which payments are made)purchase date.

Optional Redemption. (a) At any time prior to June 15November 1, 20172020, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the this Indenture (including any Additional Notes), at a redemption price of 106equal to 106.625% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to (but not including) the redemption date (subject to the Redemption Dateright of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date in respect of the then outstanding Notes), using cash in with an amount up in cash equal to the amount of (i) the net cash proceeds of a sale an Equity Offering by the Issuer or (ii) any cash contribution to the Issuer’s common equity capital made with the net cash proceeds of common an Equity Interests (other than Disqualified Stock) Offering by any direct or indirect parent of the CompanyIssuer; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (including any Additional Notes, but excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 120 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time prior to June 15November 1, 20172020, the Company Issuer may also on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to 100100.0% of the principal amount of Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountson the Notes redeemed to (but not including), if any, to the Redemption Dateapplicable redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment datedate in respect of the then outstanding Notes. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to November 1, 2020. (d) On or after June 15November 1, 20172020, the Company Issuer may on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, redeemed to (but not including) the applicable Redemption Dateredemption date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 respect of the then outstanding Notes: Year Percentage On or after November 1, 2020 and prior to November 1, 2021 103.313 % On or after November 1, 2021 and prior to November 1, 2022 101.656 % November 1, 2022 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date). (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (f) Any redemption pursuant to this Section 3.07 may be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering. If a redemption is subject to one or more conditions precedent, a notice of redemption may state, in the event Issuer’s discretion, that the Company has becomeredemption date may be delayed until such time as all conditions are met, or would becomesuch redemption may not occur and such redemption notice may be rescinded in the event any or all of such conditions shall not have been satisfied by the redemption date as stated in such redemption notice, obligated or by the redemption date as so delayed. The Issuer will provide prompt written notice to pay, the Trustee no later than 11:00 a.m. New York City time on the next interest payment date on which fixed for redemption rescinding or extending such redemption in the event that any amount would such condition precedent shall not have occurred, and such redemption and notice of redemption shall be payable with respect to such Notes, any Additional Amounts in excess rescinded and of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding no force or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change ineffect, or amendment toextended, as applicable. Upon receipt of such notice from the Issuer rescinding or extending such redemption, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation Trustee will promptly send a copy of such laws or regulations in notice to the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance Holders of the Notes pursuant to be redeemed in the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by same manner in which the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)notice of redemption was given.

Optional Redemption. (a) At any time prior to June Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuers’ option before March 15, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests2027. (b) At any time prior to June March 15, 20172027, the Company Issuers may also redeem all or a part of the Notes Notes, upon not less than 30 10 nor more than 60 days’ written noticeprior notice mailed by first-class mail or otherwise delivered to the registered address of each Holder of Notes or otherwise delivered in accordance with the procedures of DTC, 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 Amountsinterest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) On or after June Until March 15, 20172027, the Company may Issuers may, at their option, on one or more occasions redeem all or a part up to 40% of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of aggregate principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders amount of Notes on the relevant record date at a redemption price equal to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100109.875% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to such the applicable Redemption Date (Date, subject to the right of Holders of Notes of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, with an amount equal to the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption. Any such redemption will be required to occur on or prior to 180 days after our receipt of the net cash proceeds of such Equity Offering and upon not less than 10 nor more than 60 days’ notice mailed to each Holder of Notes to be redeemed at such Holder’s address appearing in our security register, in principal amounts of $2,000 or an integral multiple of $1,000 in excess thereof. (d) On and after March 15, 2027, the event Issuers may redeem the Company has becomeNotes, in whole or in part, upon not less than 10 days prior written notice to the Registrar and not less than 10 nor more than 60 days’ prior notice by first-class mail, postage prepaid, or would become, obligated other delivery with a copy to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment toTrustee, the laws (including any regulations promulgated thereunder) Registrar and the Paying Agent, to each Holder of Notes at the relevant Tax Jurisdiction; or (b) any change address of such Holder appearing in the official applicationsecurity register, administration or interpretation at the redemption prices (expressed as percentages of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-month period beginning on March 15 in the years indicated below: 2027 104.938 % 2028 102.469 % 2029 and thereafter 100.000 % (e) Any notice of redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At Except pursuant to paragraphs (b), (c) and (d) of this Section 5, the Notes will not be redeemable at the Issuers’ option prior to January 1, 2029. On or after January 1, 2029, the Issuers may redeem all or a part of the Notes, upon prior notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 1 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date: Year Percentage 2029 102.875 % 2030 101.438 % 2031 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 15January 1, 20172029, the Company Issuers may on any one or more occasions redeem redeem, upon prior notice in accordance with Section 3.03 of the Indenture, up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the this Indenture at a redemption price of 106105.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if anybut excluding, the Redemption Date (subject to the right of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), using cash in with an amount up to the amount of cash not greater than the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date (excluding Notes held by the Company Antero Midstream Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 180 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 15January 1, 20172029, the Company Issuers may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticeprior notice in accordance with Section 3.03 of the Indenture, 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 Additional Amountsto, if anybut excluding, to the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant an interest payment date. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, date that is on the Notes redeemed, prior to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 %. (d) The Company Issuers may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, also redeem all (but not less than allthe Notes as provided in Section 4.15(d) of the Notes then outstandingIndenture, at 100% of on the aggregate principal amount thereof, plus accrued terms and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)conditions set forth therein.

Optional Redemption. (a) At Except pursuant to paragraphs (b), (c) and (d) of this Section 5, the Notes will not be redeemable at the Issuers’ option prior to January 15, 2023. On or after January 15, 2023, the Issuers may redeem all or a part of the Notes, upon prior notice in accordance with Section 3.02 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date: 2023 102.875 % 2024 101.917 % 2025 100.958 % 2026 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June January 15, 20172023, the Company Issuers may on any one or more occasions redeem redeem, upon prior notice in accordance with Section 3.02 of the Indenture, up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the this Indenture at a redemption price of 106105.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if anybut excluding, the Redemption Date (subject to the right of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), using cash in with an amount up to the amount of cash not greater than the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that (i) at least 65% of the aggregate principal amount of Notes originally (including any Additional Notes) issued under the this Indenture (excluding Notes held by the Company Antero Midstream Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 180 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June January 15, 20172023, the Company Issuers may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticeprior notice in accordance with Section 3.02 of the Indenture, 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 Additional Amountsto, if anybut excluding, to the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant an interest payment date. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, date that is on the Notes redeemed, prior to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 %. (d) The Company Issuers may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, also redeem all (but not less than allthe Notes as provided in Section 4.15(d) of the Notes then outstandingIndenture, at 100% of on the aggregate principal amount thereof, plus accrued terms and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)conditions set forth therein.

Optional Redemption. (a) At any time In the event that on or prior to June October 15, 20171999, (x) the Company consummates a sale of its Common Stock or (y) ISP or the Company consummates a sale of the Common Stock of ISP or (z) on and after the Determination Date, BMCA or its parent consummates sale of the Common Stock of BMCA, the Company may on any one or more occasions redeem may, at its option, redeem, but only to the extent of net cash proceeds therefrom actually received by the Company, up to 3550% (in the case of a redemption under clause (x) or (y)) or 25% (in the case of a redemption under clause (z)) of the aggregate principal amount of the Notes issued under the Indenture then outstanding at a redemption price of 106equal to 109.75% of the principal amount thereof, thereof plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Datedate of redemption; provided, using cash in an amount up however, that, no such redemption may be made if and to the amount of the net cash proceeds of a sale of common Equity Interests (other extent that, after giving effect thereto, less than Disqualified Stock) of the Company; provided that (i) at least 6550% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of would be outstanding. Any such redemption; and (ii) the redemption occurs shall be made within 90 75 days of the date first consummation of any such sale. In the closing event a Change of such sale of Equity Interests. (b) At any time prior to June 15, 2017Control occurs, the Company may also redeem all or a part all, but not less than all, of the Notes upon not less than 30 nor more than 60 days’ written noticethen outstanding, at a redemption price equal to 100% of the principal amount of Notes redeemed thereof plus accrued interest to the redemption date, plus the Applicable Premium Premium. Notice of any redemption to be made pursuant to this paragraph as ofa result of the occurrence of a Change of Control must be given no later than 10 days after the Change of Control Payment Date applicable to the Change of Control giving rise to such redemption, and accrued redemption must be made within 30 days of the date of the notice. The Notes will be redeemable, at the Company's option, in whole at any time or in part from time to time, on and unpaid interest and Additional Amounts, if any, to 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. (c) On or after June October 15, 20171999, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written ' notice, at the following redemption prices (expressed as percentages of the principal amountamount thereof) if redeemed during the twelve-month period commencing on October 15 of the year set forth below plus below, plus, in each case, accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).redemption: YEAR PERCENTAGE 1999 .......................... 104.8750% 2000 .......................... 102.4375% 2001 .......................... 100.0000%

Optional Redemption. (a) At any time prior to June May 15, 20172007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under the this Indenture (including Additional Notes) at a redemption price of 106106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the Redemption Dateredemption date, using cash in an amount up to the amount of with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) of the CompanyOfferings; provided that that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (b) At any time prior to June May 15, 20172008, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticedays 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 Additional AmountsSpecial Interest, if any, to the applicable date of redemption (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. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May 15, 2008. (d) On or after June May 15, 20172008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, redeemed to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2008 103.438 % From June 15, 2018 through June 14, 2019 101.50 2009 101.719 % From June 15, 2019 2010 and thereafter 100.00 % (d) The 100.000 % Unless the Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) defaults in the payment of the Notes then outstandingredemption price, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, will cease to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made accrue on the Notes were subject or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At Except as set forth in the following two paragraphs and in Section 3.09 of the Indenture, the Notes shall not be redeemable at the option of the Issuer prior to November 1, 2014. Thereafter, the Notes shall be redeemable at the option of the Issuer, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior to June 15notice, 2017, at the Company may on any one or more occasions redeem up to 35% following redemption prices (expressed as a percentage of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereofamount), plus accrued and unpaid interest and Additional Amounts, if anyinterest, to the Redemption Date, using cash in an amount up redemption date (subject to the amount right of the net cash proceeds Holders of a sale of common Equity Interests (other than Disqualified Stock) 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 November 1 of the Company; provided that (i) years set forth below: 2014 104.250 % 2015 102.833 % 2016 101.417 % 2017 and thereafter 100.000 % In addition, prior to November 1, 2014, the Issuer may redeem the Notes, at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At option, in whole at any time prior or in part from time to June 15time, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeprior 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 Amountsadditional interest, if any, to the Redemption Date, redemption date (subject to the rights right of the Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date. (c) On ). Notwithstanding the foregoing, at any time and from time to time on or after June 15prior to November 1, 20172012, the Company Issuer may redeem all or a part of in the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, aggregate up to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 10035% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Issuer or by any Parent of the Issuer, in each case, 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, or from the cash contribution of equity capital to the Issuer, at a redemption price equal to 108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsadditional interest, if any, to such Redemption Date 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, in however, that at least 65% of the event original aggregate principal amount of the Company has becomeNotes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; and provided, or would becomefurther, obligated to pay, on that such redemption shall occur within 90 days after the next interest payment date on which any amount would such Equity Offering or cash contribution of equity capital to the Issuer 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. Notice of any redemption may, at the Issuer’s discretion, be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding one or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change inmore conditions precedent, or amendment including, but not limited to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official applicationcase of any Equity Offering, administration or interpretation completion of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)an Equity Offering.

Optional Redemption. (a) At any time prior to June 15April 1, 2017, the Company Issuer may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ written noticenotice as described in Section 1105 of the Indenture, at a redemption price Redemption Price equal to 100100.00% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the Redemption Date, subject to the rights of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date. (c) Interest Payment Date. On or and after June 15April 1, 2017, the Company Issuer may at its option redeem all the Notes, in whole or a part in part, on one or more occasions, upon notice as described in Section 1105 of the Notes upon not less than 30 nor more than 60 days’ written noticeIndenture, at the redemption prices Redemption Prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemedto, 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, if redeemed during the periods twelve-month period beginning on April 1 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 104.50 % 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 2020 and thereafter 100.00 % (d) The Company may % In addition, until April 1, 2017, the Issuer may, at its option at any timeoption, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) as described in Section 1105 of the Indenture, on one or more occasions redeem up to 40.00% of the aggregate principal amount of Notes then outstanding, issued under the Indenture at 100a Redemption Price equal to 106.00% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to such to, but excluding, the applicable Redemption Date (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)Interest Payment Date, in with the event net cash proceeds of one or more Equity Offerings to the Company has becomeextent such net cash proceeds are received by or contributed to the Issuer; provided, or would becomehowever, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess that at least 60.00% of the Additional Amounts sum of the Company would be obligated to pay if payments made on aggregate principal amount of Notes originally issued under the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws Indenture (including any regulations promulgated thereunder) of Additional Notes issued under the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or Indenture after the Issue Date (orDate) remains outstanding immediately after the occurrence of each such redemption; provided further, if laterhowever, that each such redemption occurs within 120 days of the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, of closing of each such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Equity Offering.

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Company’s option prior to June 15, 2018. (b) At any time prior to June 15, 2017, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture this Indenture, upon not less than 15 nor more than 60 days’ notice, at a redemption price of 106equal to 106.000% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount up not to the amount of exceed the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) Offerings of the CompanyCompany consummated after the Issue Date; provided that that: (i1) at least 6550% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are otherwise repurchased or redeemed); and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At any time prior to June 15, 20172018, the Company may also on any one or more occasions redeem all or a part of the Notes upon not less than 30 15 nor more than 60 days’ written notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Datedate of redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (cd) On or after June 15, 20172018, the Company may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 15 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on June 15 of the years indicated below, subject to the rights of Holders of Notes : 2018 103.0000 % 2019 101.5000 % 2020 and thereafter 100.0000 % If an optional redemption date is on the relevant or after an interest record date to receive interest and on or before the relevant related interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, will be paid to the Person in whose name the Notes is registered at the close of business on such Redemption Date (record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the right Company. The Company or any of Holders of record on the relevant record date its Restricted Subsidiaries may at any time and from time to receive interest due on the relevant interest payment date), time purchase Notes in the event open market or otherwise. Unless the Company has become, or would become, obligated to pay, on defaults in the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated redemption price, interest will cease to pay if payments made accrue on the Notes were subject or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06.

Optional Redemption. (a) At any time prior to June 15, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2018.................. 103.00% From June 15, 2018 through June 14, 2019 101.50 2019.................. 101.50% From June 15, 2019 and thereafter 100.00 ............................... 100.00% (d) The Unless the Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) defaults in the payment of the redemption price, interest will cease to accrue on the Notes then outstanding, at 100% of or portions thereof called for redemption on the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, applicable Redemption Date. (e) Any redemption pursuant to such Redemption Date (subject this Section 3.07 shall be made pursuant to the right provisions of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Section 3.01 through 3.06 hereof; provided that, in the event case of a redemption pursuant to Section 3.07 for the Company has become, purposes of any notice required by Section 3.01 or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to3.02, the laws (including any regulations promulgated thereunder) of redemption price may be stated to be “the relevant Tax Jurisdiction; redemption price determined in accordance with Section 3.07(b)” or (b) any change “the redemption price determined in accordance with Section 3.07(c),” as the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)case may be.

Optional Redemption. (ai) At The Notes may be redeemed, in whole or in part, at any time prior to June April 15, 20172014, at the option of the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticeprior notice mailed by first-class mail to each Holder’s registered address or sent in accordance with the procedures of DTC for Global Notes, at a redemption price 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 Amountsinterest, if any, to 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. (c) On or after June 15, 2017to, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the applicable redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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). (ii) The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after April 15, 2014, upon not less than 30 nor more than 60 days’ notice at the event following Redemption Prices (expressed as percentages of the Company has becomeprincipal amount to be redeemed) set forth below, or would becomeplus accrued and unpaid interest, obligated if any, to, but not including, the redemption date (subject to pay, the right of Holders of record on the next relevant regular record date to receive interest due on an interest payment date that is on which any amount would be payable with respect or prior to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”redemption date), if redeemed during the 12-month period beginning April 15 of the years indicated: 2014 103.625 % 2015 101.813 % 2016 and thereafter 100.000 % (1iii) In addition to the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance optional redemption of the Notes pursuant in accordance with the provisions of the preceding paragraph, prior to April 15, 2013, the Issuer may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of then outstanding Notes (including Additional Notes) at a Redemption Price equal to 107.250% of the principal amount thereof, together with accrued and unpaid interest thereon then outstanding, if any, to the Indenture, and date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (3including Additional Notes) remains outstanding immediately after the occurrence of any such obligation to pay Excess Additional Amounts cannot be avoided redemption (excluding Notes held by the Company taking reasonable measures available or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (iv) The Issuer may, at any time and from time to it (includingtime, without limitationpurchase Notes in the open market or otherwise, changing the jurisdiction from or through which payments are made)at different market prices, subject to compliance with this Indenture and compliance with all applicable securities laws.

Optional Redemption. (a) At any time prior and from time to June 15, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June April 15, 20172027, the Company Issuer may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written noticein whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofPremium, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the date of redemption (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”). (cb) On or after June At any time and from time to time prior to April 15, 20172027, the Company may Issuer may, at its option, at any time and from time to time, redeem all an aggregate principal amount of Notes not to exceed the amount of the net cash proceeds received by the Issuer from one or more Equity Offerings or a part capital contribution to the Issuer made with the net cash proceeds of one or more Equity Offerings (including any Additional Notes issued after the Notes upon not less than 30 nor more than 60 days’ written noticeIssue Date), at the a redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, price equal to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100107.250% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to such to, but excluding, 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), in the event the Company has become, Interest Payment Date falling prior to or would become, obligated to pay, on the next interest payment date on which any Redemption Date; provided that the amount would be payable with respect to such Notes, any Additional Amounts in excess redeemed shall not exceed 40.0% of the Additional Amounts the Company would be obligated to pay if payments made on aggregate principal amount of the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, issued under the laws Indenture (including any regulations promulgated thereunderAdditional Notes); (2) at least the lesser of (x) 50.0% of the relevant Tax Jurisdictionaggregate principal amount of the Notes originally issued under the Indenture on the Issue Date and (y) $200.0 million aggregate principal amount of the Notes remains outstanding immediately after the occurrence of each such redemption (unless, in either case, all Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently); or and (b3) any change each such redemption occurs within 270 days of the date of closing of the applicable Equity Offering. The Trustee shall select the Notes to be redeemed in the official application, administration or interpretation manner described under Sections 5.1 through 5.6 of such laws or regulations in the relevant Tax Jurisdiction Indenture. (each of c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2027. (d) At any time and from time to time on and after April 15, 2027, the Issuer may redeem the Notes in whole or in part, at its option, at a “redemption price equal to the percentage of principal amount of the Notes redeemed set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: Year Percentage 2027 103.625 % 2028 101.813 % 2029 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer, Change of Tax Law”)Control Offer, Asset Disposition Offer or Advance Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 days’ prior notice nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such offer (1which may be less than par) plus, to the above-mentioned change or amendment is announced on or after extent not included in the Issue Date (oroffer payment, accrued and unpaid interest, if laterany, thereon, to, but excluding, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), of such redemption. (2f) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes pursuant to or portions thereof called for redemption on the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)applicable Redemption Date.

Optional Redemption. (a) Prior to May 15, 2013, not more than once in each twelve-month period, the Issuer may, at its option, redeem up to 10% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to 103% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of redemption. (b) At any time prior to June May 15, 20172013, the Company may Issuer may, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price of 106108.375% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the Redemption Date, using cash in an amount up to the amount of with the net cash proceeds of one or more Equity Offerings by the Issuer or a sale cash contribution to the equity capital of common Equity Interests the Issuer (other than Disqualified Stock) from the net cash proceeds of one or more Equity Offerings by the Issuer, Holdings or any other direct or indirect parent of the CompanyIssuer; provided that that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company Issuer and its SubsidiariesAffiliates) remains outstanding immediately after the occurrence of such redemption; and and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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 dateOffering. (c) On or after June May 15, 20172013, the Company may Issuer may, on one or more occasions, redeem all or a part any portion of the Notes upon not less than 30 nor more than 60 days’ written noticeNotes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes to be redeemed, to the applicable Redemption Date, if redeemed during the periods twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2013 104.188 % From June 15, 2018 through June 14, 2019 101.50 2014 102.094 % From June 15, 2019 2015 and thereafter 100.00 100.000 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June 15December 1, 2017, 2022 the Company Co-Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereofNotes, plus accrued and unpaid interest and Additional Amountsin whole or in part, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 15 nor more than 60 days’ written noticeprior notice delivered electronically to each Holder or mailed by first-class mail, postage prepaid, to each Holder of the Notes to the address of such Holder appearing in the Note Register, in each case with a copy to the Trustee, 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 Additional Amounts, if any, to to, but excluding, 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. (c) date falling on or prior to the Redemption Date. On or and after June 15December 1, 20172022, the Company Co-Issuers may on one or more occasions redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 15 nor more than 60 days’ written noticeprior notice delivered electronically to each Holder or mailed by first class mail, postage prepaid, to each Holder of the Notes to the address of such Holder appearing in the Note Register, in each case with a copy to the Trustee, at the redemption prices Redemption Prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below below, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date, if redeemed during the periods twelve-month period beginning on December 1 of each of the years indicated below: 2022 102.438 % 2023 101.219 % 2024 and thereafter 100.000 % In addition, subject prior to December 1, 2022, the rights Co-Issuers may on one or more occasions, at their option, redeem up to 40% of Holders the aggregate principal amount of Notes on issued under the relevant record date Indenture at a redemption price equal to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100104.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to such to, but excluding, the applicable 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)date falling on or prior to the Redemption Date, in with the event the Company has become, net cash proceeds of one or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess more Equity Offerings of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding Issuer or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, direct or amendment to, the laws (including any regulations promulgated thereunder) indirect parent of the relevant Tax JurisdictionIssuer to the extent such net cash proceeds are contributed to the Issuer; or (b) any change in provided that at least 50% of the official application, administration or interpretation aggregate principal amount of such laws or regulations in Notes originally issued under the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or Indenture remains outstanding immediately after the Issue Date (oroccurrence of each such redemption; provided, if laterfurther, that each such redemption occurs within 180 days of the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, of closing of each such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Equity Offering.

Optional Redemption. (a) At any time prior to June On or after January 15, 20172014, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 2014 103.625 % 2015 101.813 % 2016 and thereafter 100.000 % (b) Prior to January 15, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Supplemental Indenture with the Indenture Net Cash Proceeds of one or more Equity Offerings at a redemption price Redemption Price of 106107.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests Date (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to the Redemption Date, subject to the rights right of Holders holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Supplemental Indenture remains outstanding after each such redemption; and (2) the redemption occurs within 60 days after the closing of such Equity Offering. (c) On or after June In addition, at any time prior to January 15, 20172014, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a Redemption Price equal to 100% of the redemption prices (expressed as percentages of principal amount) set forth below amount thereof plus the Applicable Premium plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to such the Redemption Date. (d) Notices of redemption may not be conditional. (e) If an optional 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after a Regular Record Date and on or before the Issue Date (orrelated Interest Payment Date, the accrued and unpaid interest, if laterany, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant will be paid to the IndenturePerson in whose name the Note is registered at the close of business on such Regular Record Date, and (3) such obligation no additional interest will be payable to pay Excess Additional Amounts cannot Holders whose Notes will be avoided subject to redemption by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made)Company.

Optional Redemption. (a) At Except as set forth below, the Issuer will not be entitled to redeem any time Notes at its option prior to June 15April 1, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests2016. (b) At any time prior to June 15April 1, 20172016, the Company Issuer may also redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 nor more than 60 days’ written noticeprior notice mailed by first class mail to the registered address of each Holder of the Notes to be redeemed or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable date of redemption (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. (c) From and Additional Amountsafter April 1, 2016, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder of the Notes to be redeemed or otherwise delivered in accordance with the procedures of DTC, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of such Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below: Year Percentage 2016 105.750 % 2017 103.833 % 2018 101.917 % 2019 and thereafter 100.000 % (d) Prior to April 1, 2014, the Issuer may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 111.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the rights right of Holders of record of the Notes to be redeemed on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of the Initial Notes issued under the Indenture and the original principal amount of any Additional Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; and provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (ce) On or after June 15, 2017If the Issuer redeems less than all of the outstanding Notes, the Company may redeem all or a part Trustee shall select the Notes to be redeemed in the manner described under Section 3.02 of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 %Indenture. (df) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice Any redemption pursuant to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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 has become, or would become, obligated to pay, on the next interest payment date on which any amount would this paragraph 5 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At Except as set forth in subparagraph (b) of this Paragraph 5, the Notes will not be redeemable at the Company’s option prior to September 1, 2017. On or after September 1, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2017 103.500 % 2018 102.333 % 2019 101.167 % 2020 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on and after the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 15September 1, 20172015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106107.000% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the Redemption Date, using cash in an amount up to the amount of redemption date with the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) Offerings of the Company; provided that (i1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; , and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (bc) Any redemption or notice of any redemption with the proceeds of an Equity Offering pursuant to the prior paragraph may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of such Equity Offering and may be given prior to the completion thereof. (d) At any time prior to June 15September 1, 2017, the Company may also redeem all or a part of the Notes notes upon not less than 30 nor more than 60 days’ written notice, notice as described in Section 3.03 of the Indenture at a redemption price equal to 100% of the principal amount of Notes the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to to, but excluding the Redemption Datedate of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such 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), in the event the Company has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) Except pursuant to Sections 3.07(b) through (e), the Notes will not be optionally redeemable by the Issuer; provided, however, the Issuer may acquire the Notes by means other than an optional redemption. (b) At any time and from time to time prior to February 15, 2021, the Issuer may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date). (c) At any time on or after February 15, 2021, the Issuer may redeem some or all of the Notes at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date: 2021 103.125% 2022 102.083% 2023 101.042% 2024 and thereafter 100.000% (d) At any time prior to June November 15, 20172018, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 10640% of the principal amount thereofof the outstanding Notes (including Additional Notes, if any) with the net cash proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) of 106.250%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Companyredemption date; provided that (i) at least 6560% of the aggregate principal amount of Notes originally issued on the Issue Date and any Additional Notes issued under this Indenture after the Indenture (excluding Notes held by the Company and its Subsidiaries) Issue Date remains outstanding immediately after the occurrence of each such redemption; , and (ii) notice of any such redemption is given to the redemption occurs Holders within 90 days of the date of the closing of each such sale of Equity InterestsOffering. (be) At The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 15 days’ nor more than 60 30 days’ written noticenotice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03), 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date, premium, if any, and all Additional Amounts, if any, to such Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest then due and which will become due on the relevant interest payment date)date of redemption as a result of the redemption or otherwise, if the Issuer determines in good faith that the event the Company has becomeIssuer or any Guarantor is, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with in respect to such of the Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on Additional Amounts in respect of the Notes were subject pursuant to withholding the terms and conditions thereof, which the Issuer or deduction such Guarantor, as the case may be, cannot avoid by the use of Mexican taxes at reasonable measures available to it (including, without limitation, making payment through a rate Paying Agent located in excess of 4.9 percent (“Excess Additional Amounts”) another jurisdiction), as a result of: : (a1) any change in, or amendment to, the laws or treaties (including or any regulations regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the relevant Tax JurisdictionIssue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or or (b2) any change in the official application, administration administration, or interpretation of such laws the laws, treaties, regulations, official guidance or regulations in the relevant Tax rulings of any Relevant Taxing Jurisdiction (each including a holding, judgment, or order by a court of (a) and (b) a “Change of Tax Law”competent jurisdiction), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if laterin the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a jurisdiction Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Issuer is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a relevant Tax Jurisdictionparty to this Indenture after the Issue Date or a successor Person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (2or another Person organized or resident in the same jurisdiction) there has been first makes a further issuancepayment on the Notes. In the case of Additional Amounts required to be paid as a result of the Issuer conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Issuer begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Issuer or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Note Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the giving of any notice of redemption pursuant to this Section 3.07(e), the Issuer will deliver to the Trustee: (1) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred (including that such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company Issuer or any Guarantor or surviving entity taking reasonable measures available to it it); and (including2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Issuer or a Guarantor or surviving entity, without limitationas the case may be, changing is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the jurisdiction from or time such successor Person becomes a party to this Indenture. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through which payments are made)3.05 hereof.

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Company’s option prior to August 15, 2021. (b) At any time prior to June August 15, 20172019, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture this Indenture, upon not less than 15 nor more than 60 days’ notice, at a redemption price of 106equal to 105.000% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, using cash in redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount up not to the amount of exceed the net cash proceeds of a sale of common one or more Equity Interests (other than Disqualified Stock) Offerings of the CompanyCompany consummated after the Issue Date; provided that that: (i1) at least 6550% of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are otherwise repurchased or redeemed); and and (ii2) the redemption occurs within 90 days of the date of the closing of such sale of Equity InterestsOffering. (bc) At any time prior to June August 15, 20172021, the Company may also on any one or more occasions redeem all or a part of the Notes upon not less than 30 15 nor more than 60 days’ written notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Datedate of redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. The Company shall notify the Trustee of the Applicable Premium promptly after the calculation, and the Trustee shall not be responsible for such calculation. (cd) On or after June August 15, 20172021, the Company may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 15 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes) set forth below below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the periods twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes : 2021 102.5000 % 2022 101.6667 % 2023 100.8333 % 2024 and thereafter 100.0000 % If an optional redemption date is on the relevant or after an interest record date to receive interest and on or before the relevant related interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, will be paid to the Person in whose name the Notes is registered at the close of business on such Redemption Date (record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the right Company. The Company or any of Holders of record on the relevant record date its Restricted Subsidiaries may at any time and from time to receive interest due on the relevant interest payment date), time purchase Notes in the event open market or otherwise. Unless the Company has become, or would become, obligated to pay, on defaults in the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated redemption price, interest will cease to pay if payments made accrue on the Notes were subject or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06.

Optional Redemption. (a) At any time prior to June 15May 1, 20172022, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes Notes, upon not less than 30 15 nor more than 60 days’ written prior notice, 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 Amountsinterest, if any, to but not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (cb) On or after June 15Prior to May 1, 20172022, the Company may Issuer may, at its option, redeem all or a part up to 40% of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) sum of the aggregate principal amount of all Notes then outstanding, issued under this Indenture at 100a redemption price equal to 106.375% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to such but not including the applicable Redemption Date (Date, subject to the right of Holders of record Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, in with the event net cash proceeds of one or more Equity Offerings of the Company has become, Issuer or would become, obligated any direct or indirect parent of the Issuer to pay, on the next interest payment date on which any extent such net proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount would be payable with respect to such Notes, of Notes originally issued under this Indenture and any Additional Amounts in excess Notes issued under this Indenture after the Issue Date remain outstanding immediately after the occurrence of each such redemption and each such redemption occurs within 90 days of the Additional Amounts date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the Company would be obligated redemption thereof. (c) Except pursuant to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: clause (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to May 1, 2022. (d) On or after May 1, 2022, the Issuer may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the official applicationNote Register, administration or interpretation at the redemption prices (expressed as percentages of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to but not including the applicable Redemption Date, subject to the right of Holders of Notes 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 May 1 of each of the years indicated below: 2022 103.188 % 2023 101.594 % 2024 and thereafter 100.000 % (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06 hereof.

Optional Redemption. (a) At any time Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to June 15December 1, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests2014. (b) At any time prior to June 15December 1, 20172014, the Company Issuer may also redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 nor more than 60 days’ written notice' prior notice mailed by first class mail to the registered address of each Holder of Notes or otherwise delivered in accordance with procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofPremium, and plus accrued and unpaid interest and (including Additional AmountsInterest, if any, ) to the applicable date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) On or From and after June 15December 1, 20172014, the Company Issuer may redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 nor more than 60 days’ written notice' prior notice mailed by first class mail to the registered address of each Holder of Notes, or otherwise delivered in accordance with the procedures of DTC, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and (including Additional AmountsInterest, if any, on the Notes redeemed, ) to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the periods twelve-month period beginning on December 1 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 2014 105.6250 % From June 15, 2018 through June 14, 2019 101.50 2015 105.6250 % From June 15, 2019 2016 and thereafter 100.00 102.8125 % (d) The Company may Prior to December 1, 2014, the Issuer may, at its option at any timeoption, upon giving not less than 30 nor on one or more than 60 days’ written notice to Holdersoccasions, redeem all (but not less than all) up to 35% of the aggregate principal amount of all Notes then outstanding, at 100a redemption price equal to 111.25% of the aggregate principal amount thereof, plus accrued and unpaid interest and (including Additional AmountsInterest, if any) to the Redemption Date, to such Redemption Date (subject to the right of Holders of Notes of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, in with the event net cash proceeds of one or more Equity Offerings; provided that at least 50% of the Company has become, or would become, obligated to pay, on sum of the next interest payment date on which any original aggregate principal amount would be payable with respect to such Notes, of Initial Notes and any Additional Amounts in excess of Notes issued under the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or Indenture after the Issue Date 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. Notice of any redemption upon any Equity Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer's discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (or, if latere) If the Issuer redeems less than all of the outstanding Notes, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation Trustee shall select the Notes to pay Excess Additional Amounts would have arisen absent a further issuance be redeemed in the manner described under Section 3.02 of the Notes Indenture. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).

Optional Redemption. (a) At any time prior to June September 15, 20172015, the Company Issuer may redeem all or a part of the Notes, upon notice as described under Section 3.03, 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 excluding, the date of redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the rights of Holders on any the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after September 15, 2015 , the Issuer may redeem the Notes, in whole or in part, upon notice as described under Section 3.03, at the redemption prices (expressed as percentages of principal amount of the 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 on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-month period beginning on September 15 of each of the years indicated below: 2015 106.750 % 2016 103.375 % 2017 and thereafter 100.000 % (c) Until September 15, 2015, the Issuer may, at its option, upon notice as described under Section 3.03, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price of 106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, 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 Additional Amounts, if any, to 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. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100109.0% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to such to, but excluding, the applicable Redemption Date (Date, subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)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 (a) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. (d) Notice of any redemption of the Notes (including upon an Equity Offering or in connection with a transaction (or series of related transactions) that constitutes a Change of Control) may, at the Issuer’s discretion, be given prior to the completion thereof and be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Change of Control. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the event Issuer’s discretion, the Company has becomeRedemption Date may be delayed until such time as any or all such conditions shall be satisfied, or would becomesuch 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 Redemption Date, obligated to payor by the Redemption Date so delayed. In addition, on the next interest Issuer may provide in such notice that payment date on which any amount would be payable of the redemption price and performance of the Issuer’s obligations with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would redemption may be obligated performed by another Person. (e) Any redemption pursuant to pay if payments this Section 3.07 shall be made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Sections 3.01 through which payments are made)3.06.

Optional Redemption. (a) At On or after January 15, 2024, the Issuers shall have the option on any one or more occasions to redeem the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date (subject to the right of Holders on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below: YEAR PERCENTAGE 2024 104.063 % 2025 102.031 % 2026 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to June January 15, 20172024, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price of 106108.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Dateredemption date (subject to the right of Holders on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), using cash in an amount up to the amount of not greater than the net cash proceeds of a sale of common one or more Equity Interests Offerings, provided that: (other than Disqualified Stock) of the Company; provided that (i1) at least 6560% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the Indenture occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (2) remains outstanding immediately after the occurrence of each such redemption; and (ii) the redemption occurs within 90 180 days of the date of the closing of each such sale of Equity InterestsOffering. (bc) At any time prior Prior to June January 15, 20172024, the Company Issuers may also on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to the sum of: (1) 100% of the principal amount of Notes redeemed plus the Applicable Premium as ofthereof, and plus (2) accrued and unpaid interest and Additional Amountsinterest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant record redemption date to receive interest due on the relevant interest payment date. (c) On or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment redemption date), in plus (3) the event Make Whole Premium at the Company has becomeredemption date. (d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers or would becomeAlternate Offers, obligated to pay, on at the next interest payment date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were redemption prices and subject to withholding or deduction of Mexican taxes at a rate the conditions set forth in excess of 4.9 percent Section 4.15. (“Excess Additional Amounts”e) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation Any redemption pursuant to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes this Section 3.07 shall be made pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or provisions of Section 3.01 through which payments are made)Section 3.06 hereof.

Optional Redemption. (a) At any time prior to June April 15, 20172022, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereofNotes, plus accrued and unpaid interest and Additional Amountsin whole but not in part, if any, to the Redemption Date, using cash in an amount up to the amount of the net cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (b) At any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 10 nor more than 60 days’ written noticeprior notice mailed to each Holder or otherwise sent in accordance with the procedures of the Depositary, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the Redemption Dateredemption date, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on an Interest Payment Date falling on or prior to the relevant interest payment redemption date. Promptly after the determination thereof, the Company shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (cb) On or after June Prior to April 15, 20172022, the Company may on any one or more occasions redeem all or a part up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) upon not less than 30 10 nor more than 60 days’ written notice, with the Net Cash Proceeds of one or more Equity Oferings at the a redemption prices (expressed as percentages price of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon (which accrued and Additional Amountsunpaid interest need not be funded with the Net Cash Proceeds of any such Equity Offering), 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 an Interest Payment Date falling on or prior to such Redemption redemption date; provided that (1) at least 50% of the sum of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed substantially concurrently); and (2) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering. (c) Except pursuant to Section 3.07(a), (b) or (e), the Notes shall not be redeemable at the Company’s option prior to April 15, 2022. (d) On and after April 15, 2022, the Company may redeem the Notes, in whole or in part, upon notice pursuant to Section 3.03 at the redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed) set forth in this Section 3.07(d), 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 an Interest Payment Date falling on or prior to such redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 2022 102.625 % 2023 101.313 % 2024 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer or Change of Control Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Company, or any third party making an offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the price offered to each other Holder of the Notes in such offer (which may be less than par) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), in the event the Company has become, or would become, obligated . (f) Any redemption pursuant to pay, on the next interest payment date on which any amount would this Section 3.07 shall be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the provisions of Sections 3.01 through 3.06. (g) The Company or its Affiliates may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).