Common use of Optional Redemption Clause in Contracts

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January February 15, 20202008, the Company may, at its option, Issuers may on any one or more occasions redeem all or part up to 35% of the aggregate principal amount of Notes (which includes Additional Notes, if any), issued under this Indenture at a redemption price equal to 100of 109.500% of the principal amount of the Notes redeemed amount, plus the Applicable Premium, as of, and accrued and unpaid interestinterest and Special Interest, if any, to, but not including, the Redemption Date (subject to the rights redemption date, with the net cash proceeds of Holders on one or more Equity Offerings by the relevant record Issuers or a contribution to the common equity capital of the Company from the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date to receive interest due on of the relevant Interest Payment Date)closing of such Equity Offering or equity contribution. (b) Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Issuers’ option prior to February 15, 2009. The Company is not prohibited from acquiring the Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market transactions or otherwise, so long as such acquisition does not otherwise violate the terms of this Indenture. (c) On or after January February 15, 20202009, the Company may, at its option, Issuers may redeem all or a part of the NotesNotes upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest and Special Interest, if any, thereon on the Notes redeemed to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January February 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 2020 102.625 2009 104.750 % 2021 101.750 2010 102.375 % 2022 100.875 % 2023 2011 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. (cd) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January February 15, 20182009, the Company may, at its option, on one Issuers may also redeem all or more occasions, redeem up to 40% a part of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to any issuance of Additional Notes) each Holder’s registered address, at a redemption price of 105.25equal to 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interestinterest and Special Interest, if any, toto the date of redemption (the “Redemption Date”), but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offeringinterest payment date. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the The Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, redeem all or a part of the Notesredemption, at the redemption prices option of the Issuer, in whole or in part, at any time or from time to time on or after April 1, 2016, at the option of the Issuer, at the Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, to but not including, the Redemption Date redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date) that is on or prior to the relevant Interest Payment Date)applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated: 2016 104.563 % 2017 102.281 % 2018 and thereafter 100.00 % (b) Prior to April 1, 2015, the Issuer may, on one or more occasions, with the Net Cash Proceeds net proceeds of one or more Qualified Equity Offerings; provided that: (1) at least 50, redeem up to 35% of the original aggregate principal amount of the outstanding Notes issued under this Indenture (calculated after giving effect including Additional Notes) at a Redemption Price equal to any issuance 109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption; provided that at least 65% of the aggregate principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) the occurrence of any such redemption (excluding Notes held by the Company must be made Issuer or its Subsidiaries) and that any such redemption occurs within 120 days after following the closing of any such Qualified Equity Offering. (dc) Any prepayment pursuant At any time or from time to this Section 3.07 shall be made pursuant time prior to April 1, 2016, the Issuer may also, at its option, on any one or more occasion, redeem all or any portion of the Notes, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including, the applicable redemption date (subject to the provisions right of Section 3.01 through Section 3.06 hereofHolders 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).

Optional Redemption. (a) Except as set forth in subparagraphs clauses (ab) and (c) belowof this paragraph 5, the Notes are shall not be redeemable before January 15, 2020. (a) At any time at the option of the Company prior to January 15April 1, 20202011. Beginning on April 1, 2011, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, may redeem all or a part portion of the Notes, at once or over time, after giving the notice required pursuant to Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest on the Notes redeemed, if any, to, but not including, to the Redemption Date applicable redemption date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date), with if redeemed during the Net Cash Proceeds twelve-month period commencing on April 1 of the years indicated below: 2011 103.625 % 2012 101.813 % 2013 and thereafter 100.000 % (b) At any time prior to April 1, 2011, the Company may redeem all or any portion of the Notes, at once or over time, after giving the notice required pursuant to Section 3.03 of the Indenture, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of (1) the redemption price of the Notes at April 1, 2011 (as set forth above) and (2) the remaining scheduled payments of interest from the redemption date through April 1, 2011, but excluding accrued and unpaid interest to the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months) at the Treasury Yield (determined on the second Business Day immediately preceding the redemption date) plus 50 basis points; plus, in either case, accrued and unpaid interest, to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (c) At any time and from time to time prior to April 1, 2010, the Company may on one or more Equity Offerings; provided that: (1) at least 50occasions redeem up to 35% of the original aggregate principal amount of the Notes (including Additional Notes) issued under this the Indenture at a redemption price (expressed as a percentage of principal amount) equal to 107.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of any Equity Offerings by the Company; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes initially issued under the Indenture (calculated after giving effect to any issuance of Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption; and redemption and (2ii) any such redemption by the Company must shall be made within 120 90 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowExcept as provided in this Section 3.07, the Notes are will not be redeemable before January at the Company’s option prior to September 15, 20202026. (ab) At any time prior to January March 15, 20202024, the Company maymay on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 15 days’ nor more than 60 days’ notice, at a redemption price equal to 104.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the 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 not to exceed the net cash proceeds of one or more Equity Offerings of the Company consummated after the Issue Date; provided that: ( 1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and ( 2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to September 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 15 days’ nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, but not includingthe date of redemption, the Redemption Date (subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date)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. (bd) On or after January September 15, 20202026, the Company may, at its option, may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 days’ nor more than 60 days’ 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, if any, thereon to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January September 15 of the years indicated below: Year Percentage 2020 102.625 2026 102.250% 2021 101.750 2027 101.500% 2022 100.875 2028 100.750% 2023 2029 and thereafter 100.000 % (c) 100.000% If an optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Notes are 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 Company. Notwithstanding the provisions foregoing, in connection with a Change of subparagraphs (a) and (b) of this Section 3.07Control Offer or Net Proceeds Offer, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40if not less than 90% of the in aggregate principal amount of the outstanding Notes issued under this Indenture are validly tendered and not withdrawn in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn, 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 10 days following such purchase date, to redeem (calculated after giving effect and the Holders of the remaining Notes shall be deemed to any issuance of Additional Noteshave agreed to surrender) all Notes that remain outstanding following such purchase at a redemption price equal to 101% (in the case of 105.25a Change of Control Offer) or 100% (in the case of a Net Proceeds Offer) of the principal amount thereofthereof in such offer, plus accrued and unpaid interest, if any, thereon, to, but not includingexcluding, the Redemption Date (subject date of such redemption. The Company or any of its Restricted Subsidiaries may at any time and from time to time purchase Notes in the right open market or otherwise. Unless the Company defaults in the payment of Holders of record the redemption price, interest will cease to accrue on the relevant record date to receive interest due Notes or portions thereof called for redemption on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such applicable redemption by the Company must be made within 120 days after the closing of such Equity Offeringdate. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof3.06.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January August 15, 20202010, the Company maymay 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 111% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with 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 optionSubsidiaries) 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 August 15, 2011, the Company may also redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Liquidated Damages, if any, toto the applicable date of redemption, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (bc) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to August 15, 2011. (d) On or after January August 15, 20202011, the Company may, at its option, may redeem all or a part of the NotesNotes 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 interestinterest and Liquidated Damages, if any, thereon on the Notes redeemed to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January August 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with interest payment date: Year Percentage 2011 105.500 % 2012 103.667 % 2013 101.833 % 2014 and thereafter 100.000 % Unless the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% Company defaults in the payment of the original aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by on the Company must be made within 120 days after the closing of such Equity Offeringapplicable redemption date. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs (ab), (c) and (cd) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020of this Paragraph 5, the Company may, at its option, will not have the option to redeem all or part of the Notes (which includes Additional Notesprior to June 15, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2013. On or after January June 15, 20202013, the Company may, at its option, may on one or more occasions redeem all or a part of the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest and Special Interest, if any, thereon on the Notes redeemed to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January June 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on an interest payment date that is on or prior to the redemption date: Year Percentage 2020 102.625 2013 104.9375 % 2021 101.750 2014 102.4688 % 2022 100.875 % 2023 2015 and thereafter 100.000 %100.0000 % 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. (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time prior to January June 15, 20182012, the Company may, at its option, may on any one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Notes originally issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25109.875% of the principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to, but not including, to the Redemption Date redemption date (subject to the right rights of Holders on the relevant record date to receive interest on an interest payment date that is on or prior to the redemption date), with the net cash proceeds of record one or more Equity Offerings; provided that (1) at least 65% in aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Affiliates) and (2) the redemption occurs within 120 days of the date of each such Equity Offering. (c) The Company may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(c) of the Indenture. (d) At any time prior to June 15, 2013, the Company may on one or more occasions redeem the Notes, in whole or in part, at the Make-Whole Price, plus accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one an interest payment date that is on or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant prior to the provisions of Section 3.01 through Section 3.06 hereofredemption date.

Optional Redemption. Except as set forth in subparagraphs (a) On and (c) belowafter April 30, 2024, the Notes are will be subject to redemption at any time at the option of the Company, in whole or in part, upon not redeemable before January 15less than 15 nor more than 60 days’ notice, 2020.in cash at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, if redeemed during the 12-month period beginning on April 30 of the years indicated below: 2024 103.500% 2025 101.750% 2026 and thereafter 100.000% (ab) At any time prior to January 15April 30, 20202024, the Company maymay on any one or more occasions redeem up to 40.0% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 107.000% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the redemption date; provided that at least 60.0% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 180 days of the date of the closing of such Equity Offerings. (c) At any time prior to April 30, 2024, the Company may also redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 15 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, toon the Notes to be redeemed to the applicable date of redemption, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January November 15, 20202013, the Company may, at its option, may on any one or more occasions redeem all or part up to 35% of the aggregate principal amount of Notes (which includes Additional Notes, if any), issued under this Indenture at a redemption price equal to 100of 109% of the principal amount of the Notes redeemed thereof, plus the Applicable Premium, as of, and accrued and unpaid interestinterest and Special Interest, if any, toto the redemption date, 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)interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On or after January November 15, 20202014, the Company may, at its option, may redeem all or a part of the NotesNotes 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 interestinterest and Special Interest, if any, thereon on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January November 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 2020 102.625 2014 104.500 % 2021 101.750 2015 102.250 % 2022 100.875 % 2023 2016 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January November 15, 20182014, the Company may, at its option, on any one or more occasions, redeem up to 40% all or a part of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) , upon not less than 30 nor more than 60 days prior notice, at a redemption price equal to the sum of 105.25the present values of (1) the redemption price of the Notes to be redeemed at November 15, 2014 (set forth in Section 3.07(b) hereof), and (2) the remaining scheduled payments of interest on such Notes from the redemption date through November 15, 2014, excluding accrued and unpaid interest to the redemption date, in each case discounted to the redemption date, computed on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 50 basis points, plus accrued and unpaid interest and Special Interest, if any, on such Notes to the redemption date. The notice of redemption with respect to any redemption pursuant to this Section 3.07(c) need not set forth the redemption price, but shall set forth the manner of calculation thereof. The Company will notify the Trustee of the redemption price with respect to any redemption pursuant to this Section 3.07(c) promptly after calculation thereof and the Trustee shall not be responsible for such calculation. (d) If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) or treaties applicable to the Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation or application of such laws, rules, regulations or treaties, which amendment to or change of such laws, rules, regulations or treaties becomes effective on or after the date of this Indenture, the Company or any other Payor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts (provided that the Company and any other Payor, as the case may be, shall not be required to take any measures that, in its reasonable determination, would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material costs, or would otherwise result in any material adverse consequences), then, at the Company’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus accrued and unpaid interest, if any, to, any Special Interest and any Additional Amounts due thereon up to but not includingincluding the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Company or any other Payor would be obligated to pay these Additional Amounts if a payment on the Notes or the relevant Note Guarantee were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect. Such notice, once delivered by the Company to the Trustee, will be irrevocable. Prior to the publication of any notice of redemption pursuant to this clause (d), the Redemption Date (subject Company will deliver to the 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 one or more Equity Offerings; provided thatTrustee: (1) at least 50% an Officer’s Certificate stating that the Company is entitled to effect the redemption described in this clause (d) and setting forth a statement of facts showing that the original aggregate principal amount of conditions precedent to the Notes issued under this Indenture (calculated after giving effect Company’s right to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemptionredeem have occurred; and (2) any such redemption by an Opinion of Counsel in the Relevant Taxing Jurisdiction (which may be the Company’s counsel) of recognized standing to the effect that the Company must be made within 120 days after the closing or any other Payor has or will become obligated to pay such Additional Amounts as a result of such Equity Offeringamendment or change. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowthe following two paragraphs, the Notes are Securities shall not be redeemable before January at the option of the Company prior to April 15, 2020. (a) At 2010. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on April 15 of the years set forth below: 2010 102.000% 2011 101.000% 2012 and thereafter 100.000% In addition, prior to January April 15, 20202010, the Company may, may redeem the Securities at its option, redeem all in whole at any time or in part of the Notes (which includes Additional Notesfrom time to time, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail or sent electronically to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes Securities redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, 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 Dateinterest payment date). Notwithstanding the foregoing, with at any time and from time to time on or prior to April 15, 2010, the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes issued under this Indenture Securities (calculated after giving effect to any the issuance of Additional NotesSecurities) remains outstanding immediately issued as of the time of such redemption, with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 100% plus a premium (expressed as a percentage of the principal amount thereof) equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to the issuance of Additional Securities) issued as of the time of such redemption must remain outstanding after each such redemption; and (2) and provided further that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed or sent electronically to each Holder being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption by or notice may, at the Company must Company’s discretion, be made within 120 days after subject to one or more conditions precedent, including, but not limited to, completion of the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs clauses (a) b), (c), (d), and (ce) belowof this Section 3.07, the Notes are shall not be redeemable before January 15at the option of the Company prior to November 1, 20202026. On or after November 1, 2026, the Company may on any one or more occasions 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, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on November 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: 2026 104.125% 2027 102.063% 2028 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. (ab) At any time prior to January 15November 1, 20202026, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 108.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, 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), with an amount not greater than the net cash proceeds of an Equity Offering by the Company; provided that (i) at least 60% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to November 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (date of redemption, subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). (bd) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January 15November 1, 20182026, but not more than once in any twelve- month period, the Company may, at its option, on one or more occasions, may redeem up to 4010% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) issued under this Indenture, upon not less than 10 nor more than 60 days' notice, at a redemption price of 105.25equal to 103% of the principal amount thereofof Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date of redemption (subject to the right rights of Holders of record Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). (e) The Notes will be subject to redemption, in whole but not in part, at the option of the Company at any time, at a redemption price equal to the outstanding principal amount thereof together with accrued and unpaid interest, if any, to, but not including, the Net Cash Proceeds date fixed by the Company for redemption upon the giving of one or more Equity Offerings; provided thata notice in accordance with Section 3.03, if: (1) at least 50% the Company determines that as a result of (i) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Tax Jurisdiction affecting taxation, (ii) any change in or amendment to official positions of such Tax Jurisdiction regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced and becomes effective on or after the date of issuance of the original Notes, the Company has or will become obligated to pay, on the next succeeding day on which any amount would be payable in respect of the Notes, Additional Amounts, or (iii) on or after the date of issuance of the Notes, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, a Tax Jurisdiction, including any of those actions specified in clause (i) or (ii) above, whether or not such action was taken or decision was rendered with respect to the Company or a Guarantor, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the written opinion of independent tax counsel as referenced below, will result in an obligation to pay, on the next succeeding day on which any amount would be payable in respect of the Notes, Additional Amounts with respect to any Notes, and (2) in any such case the Company in its business judgment determines, as evidenced by the Officer's Certificate referenced in Section 3.07(h), that such obligation cannot be avoided by the use of reasonable measures available to the Company (including designating another Paying Agent); provided, however, that, (x) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts and (y) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. (f) Prior to the publication or, where relevant, sending of any notice of redemption of the Notes pursuant to Section 3.07(e), the Company will deliver to the Trustees an opinion of independent tax counsel of recognized standing, to the effect that there has been such change or amendment which would entitle the Company to redeem the Notes under Section 3.07(e). In addition, before the Company publishes or sends notice of redemption of the Notes pursuant to Section 3.07(e), it will deliver to the Trustees an Officer's Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and all other conditions for such redemption have been met. The Trustees shall be entitled to rely on such Officer's Certificate and opinion of independent tax counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. (g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes issued under this Indenture (calculated after giving effect properly tender such Notes in any tender offer for the Notes and the Company, or any third party making such offer in lieu of the Company, elects to any issuance purchase all of Additional Notes) remains outstanding immediately after giving effect the Notes properly tendered by such Holders, all of the Holders of the Notes will be deemed to have consented to such redemption; and (2) any such redemption by tender offer and accordingly, the Company must be made within 120 or such third party will have the right upon notice given not more than 60 days after following the closing purchase date of such Equity OfferingNotes, to redeem any and all Notes that would remain outstanding following the initial purchase at a price in cash equal to the price paid to each other Holder in such tender offer (which shall exclude any early tender premium or similar premium) plus accrued and unpaid interest, if any, to, but excluding the date specified in the subsequent notice as the date of purchase. Each Holder, by purchasing or holding any Notes, will be deemed to have consented to this clause (g). (dh) The Company may acquire Notes by means other than a redemption, whether by tender offer, exchange offer, open market purchases, privately negotiated purchases or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise conflict with the terms of this Indenture. (i) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs clause (ab) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020of this Section 5, the Company mayshall not have the option to redeem the Notes pursuant to this Section 5 prior to August 15, 2003. The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders any time on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January August 15, 20202003, the Company may, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its option, redeem all or a part of the Noteslast registered address, at the following redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve12-month period beginning on January commencing August 15 of the years indicated below, in each case, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon, to the date of redemption of the Notes (the “Redemption Date”) (subject to the right of Holders of record on an Interest Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the corresponding Interest Payment Date that is on or prior to such Redemption Date: Year Percentage 2020 102.625 2003 104.000 % 2021 101.750 2004 102.000 % 2022 100.875 % 2023 2005 and thereafter 100.000 % (cb) Notwithstanding the provisions of subparagraphs clause (a) and (b) of this Section 3.075, at any time or from time to time prior to January August 15, 20182003, upon a Public Equity Offering of the Company mayCompany’s common stock for cash, at its option, on one or more occasions, redeem up to 4035% of the aggregate principal amount of the Notes issued under pursuant to this Indenture (calculated after giving effect only as necessary to avoid any issuance of Additional duplication, excluding any replacement Notes) may be redeemed at the Company’s option within 90 days of the closing of any such Public Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash received by the Company from the Net Cash Proceeds of such Public Equity Offering, at a redemption price of 105.25equal to 112.00% of the principal amount of the Notes (or portion thereof) to be redeemed, plus together with accrued and unpaid interestinterest (and Liquidated Damages, if any) thereon, to, but not including, to the Redemption Date (subject to the right of Holders of record on the relevant record date an Interest Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the relevant corresponding Interest Payment Date that is on or prior to such Redemption Date); provided, with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50however, that immediately following such redemption not less than 65% of the original aggregate principal amount of the Notes originally issued under pursuant to this Indenture on the Issue Date remain outstanding (calculated after giving effect only as necessary to avoid any issuance of Additional duplication, excluding any replacement Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering). (dc) Any prepayment pursuant Notice of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to this Section 3.07 shall each Holder whose Notes are to be made pursuant redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the provisions of Section 3.01 through Section 3.06 hereofRedemption Date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Company defaults in the redemption payment due on the Redemption Date.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time on or prior to January 15February 1, 20202014, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including Additional Notes issued after the Issue Date) at a redemption price of 107.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date, in each case, with the net cash proceeds of one or more Equity Offerings (1) by the Issuers or (2) by any direct or indirect parent of VHS Holdco II, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of VHS Holdco II or used to purchase Capital Stock (other than Disqualified Stock) of VHS Holdco II from it; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuers and their Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at its optionthe Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (b) Except pursuant to the preceding paragraph or as otherwise set forth below, the Notes shall not be redeemable at the Issuers’ option prior to February 1, 2014; provided, however, the Issuers may acquire the 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 violate the terms of this Indenture. (c) On or after February 1, 2014, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (which includes expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional NotesInterest, if any), on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 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 2014 105.813 % 2015 103.875 % 2016 101.938 % 2017 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest shall cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (d) At any time prior to February 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 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, Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the Redemption Date 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 Dateinterest payment date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January May 15, 20202019, the Company maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 107.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of holders of the Notes 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 originally issued under this Supplemental Indenture (excluding Notes held by the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such equity offering. (b) At any time prior to May 15, 2021, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, toto the applicable date of redemption, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (bc) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May 15, 2021. (d) On or after January May 15, 20202021, the Company may, at its option, may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, thereon on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the twelve-month period beginning on January May 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that:interest payment date: 2021 103.625 % 2022 102.417 % 2023 101.208 % 2024 and thereafter 100.000 % (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as At any time and from time to time on or after November 15, 2015, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the percentage of principal amount set forth in subparagraphs (a) below plus accrued and (c) belowunpaid interest, if any, on the Notes are not redeemable before January 15redeemed, 2020.to the applicable date of redemption, if redeemed during the twelve-month period beginning on November 15 of the year indicated below: 2015 105.156 % 2016 103.438 % 2017 101.719 % 2018 and thereafter 100.000 % (a7) At any time prior to January November 15, 20202015, the Company mayIssuer may redeem the Notes in whole or in part, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), 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 such Notes redeemed plus the relevant Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, toto the redemption date. At any time and from time to time prior to November 15, but not including2015, the Redemption Date (subject Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below 106.875% plus accrued and unpaid interest, if any, thereon interest to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior in an aggregate principal amount for all such redemptions not to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40exceed 35% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of including Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 508) in each case the redemption takes place not later than 90 days after the closing of the related Equity Offering; and not less than 65% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to including any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and thereafter (2) any such redemption excluding Notes held by the Company must Issuer, any of its Restricted Subsidiaries or the Mission Entities). If less than all of the Notes are to be made within 120 days after redeemed at any time, the closing Trustee shall select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed, as certified to the Trustee by the Issuer, and in compliance with the requirements of DTC, or if the Notes are not so listed or such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 exchange prescribes no method of selection and the Notes are not held through DTC or DTC prescribes no method of selection, on a pro rata basis; provided, however, that no Note of $2,000 in aggregate principal amount or less shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.redeemed in part

Optional Redemption. (a) Except as set forth in subparagraphs subparagraph (ab) and (c) belowof this Section 5, the Notes are will not be redeemable before January 15, 2020. (a) At any time at the Company’s option prior to January 15May 1, 20202010. On or after May 1, 2010, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, may redeem all or a part of the NotesNotes 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 interestinterest and Liquidated Damages, if any, thereon on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January 15 May 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 2020 102.625 2010 104.875 % 2021 101.750 2011 102.438 % 2022 100.875 % 2023 2012 and thereafter 100.000 % (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.075, at any time prior to January 15May 1, 20182009, the Company may, at its option, may on any one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25109.750% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, toto the redemption date, but not includingwith the net cash proceeds of one or more Public Equity Offerings; provided that: (i) At least 65% of the aggregate principal amount of Notes originally issued under this 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 Public Equity Offering. 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. At any time prior to May 1, 2010, the Redemption Date (Company may also redeem all or a part of the Notes upon not less than 10 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 Liquidated Damages, if any, to the date of redemption, subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offeringinterest payment date. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and On or after November 1, 2016, 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’ notice, at the redemption prices (cexpressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes are not redeemable before January 15redeemed, 2020to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on November 1 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 2016 104.500 % 2017 103.000 % 2018 101.500 % 2019 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. (ab) At any time prior to January 15November 1, 20202016, the Company maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings by 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 optionSubsidiaries) 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 Equity Offering. (c) At any time prior to November 1, 2016, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, toto but excluding the date of redemption, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowExcept pursuant to the following paragraphs, the Notes are will not be redeemable before at the Company’s option prior to January 151, 20202025. (ab) At any time prior to January 151, 20202025, the Company maymay on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but not including, 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), in an amount not to exceed the net proceeds from an Equity Offering; provided that: (1) at least 60% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Parent, the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) in each case, the redemption occurs within 90 days after the closing of such Equity Offering. (c) At any time prior to January 1, 2025, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, interest to, but not including, the Redemption Date (date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). subparagraph (b) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to March 1, 2011. On or after January 15March 1, 20202011, the Company may, at its option, Issuers shall have the option to redeem all or a part of 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the Redemption Date 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 March 1 of the years indicated below: 2011 104.125 % 2012 102.750 % 2013 101.375 % 2014 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 1, 2009, the Company 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 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 DateDate that is on or prior to the redemption date), with the Net Cash Proceeds net cash proceeds of one or more Equity OfferingsOfferings by the Company; provided that: that (1i) at least 5065% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to including any issuance of Additional Notes) issued under the Indenture remains outstanding immediately after giving effect to such redemption; and (2) any the occurrence of each such redemption (excluding any Notes held by the Company must be made and its Subsidiaries) and (ii) each such redemption occurs within 120 150 days after of the date of the closing of each such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs (ab) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020of this Paragraph 5, the Company may, at its option, will not have the option to redeem all or part of the Notes (which includes Additional Notesprior to July 1, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2014. On or after January 15July 1, 20202014, the Company may, at its option, will have the option to redeem all or a part of the NotesNotes upon not less than 30 nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest and Special Interest, if any, thereon on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 July 1 of the years indicated below: Year Percentage 2020 102.625 2014 104.438 % 2021 101.750 2015 102.958 % 2022 100.875 2016 101.479 % 2023 2017 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. (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time or from time to time prior to January 15July 1, 20182012, the Company mayCompany, at its option, on one or more occasions, may redeem up to 4035% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance with the net cash proceeds of Additional Notes) one or more Qualified Equity Offerings at a redemption price of 105.25Redemption Price equal to 108.875% of the principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date; provided that at least 65% in aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Qualified Equity Offering. (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, the Company, at its option, may redeem the Notes, in whole or in part, at any time on or prior to July 1, 2014, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of the Redemption Date, plus accrued and unpaid interest thereon to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and Except pursuant to paragraphs (b), (c) belowand (d) of this Section 5, the Notes are will not be redeemable before January 15, 2020. (a) At any time at the Issuers’ option prior to January 15March 1, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2022. On or after January 15March 1, 20202022, the Company may, at its option, 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 interestinterest on the Notes redeemed to, if anybut excluding, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 March 1 of the years 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 2020 102.625 % 2021 101.750 % 2022 100.875 102.875 % 2023 101.917 % 2024 100.958 % 2025 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. (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time prior to January 15March 1, 20182022, the Company may, at its option, Issuers may on any one or more occasionsoccasions redeem, redeem upon prior notice in accordance with Section 3.02 of the Indenture, up to 4035% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25105.750% of the principal amount thereof, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the Redemption Date (subject to the right of Holders of record Notes 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), with an amount of cash not greater than the Net Cash Proceeds net cash proceeds of one or more Equity OfferingsOfferings by Antero Midstream Partners; provided that: (1) that at least 5065% of the original aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture (calculated after giving effect to any issuance of Additional Notesexcluding Notes held by Antero Midstream Partners and its Subsidiaries) remains outstanding immediately after giving effect to the occurrence of such redemption; and (2) any such and the redemption by occurs within 180 days of the Company must be made within 120 days after date of the closing of such Equity Offering. (dc) Any prepayment pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 1, 2022, the Issuers may also redeem all or a part of the Notes, upon prior notice in accordance with Section 3.01 through 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 to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on prior to the Redemption Date. (d) The Issuers may also redeem the Notes as provided in Section 3.06 hereof4.15(d) of the Indenture, on the terms and subject to the conditions set forth therein.

Optional Redemption. (a) Except as set forth in subparagraphs paragraph (ab) and or (c) below, the Notes are will not be redeemable before January at the Issuer’s option prior to March 15, 2020. (a) At any time prior to January 15, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2018. On or after January 15, 2020such date, the Company may, at its option, Issuer may redeem all or a part of the NotesNotes upon not less than 30 nor more than 60 days’ notice (except that redemption notices may be provided more than 60 days prior to a redemption date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon on the Notes redeemed, to, but not including, the applicable redemption date (subject to the applicable Redemption Dateright of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on January March 15 of the years indicated below: Year Percentage 2018 105.063% 2019 103.375% 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 100.000% (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07In addition, at any time on or prior to January March 15, 2018, the Company may, at its option, Issuer may on any one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25106.750% of the principal amount thereofthereof plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of any one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 120 days of the closing of such Equity Offering. (c) At any time on or prior to March 15, 2018, the Notes may be redeemed, in whole or in part at the option of the Issuer, upon not less than 30 nor more than 60 days’ prior notice (except that redemption notices may be provided more than 60 days prior to a redemption date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture), mailed by first-class mail to each holder’s registered address or, if the Notes are held through the Depositary, through the Applicable Procedures, at a redemption price equal to 100% of the principal amount of such Notes to be redeemed plus the Applicable Premium then in effect, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date of the redemption (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), with the Net Cash Proceeds of one Date that is on or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant prior to the provisions of Section 3.01 through Section 3.06 hereofredemption date) (the “Make-Whole Redemption Date”).

Optional Redemption. (a) Except as set forth in subparagraphs clauses (ab), (c) and (cd) belowof this Section 3.07, the Notes are shall not be redeemable before January 15at the option of the Company prior to February 1, 20202013. (ab) At any time prior to January 15February 1, 20202013, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any)in whole or in part, at one time or from time to time, 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, Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not includingthe applicable Redemption Date, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)Date in respect of then outstanding Notes. (bc) On or after January 15February 1, 20202013, the Company maymay redeem the Notes, in whole or in part, at its optionone time or from time to time, redeem all or a part of the Notesupon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest and Additional Interest, if any, thereon on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2020 102.625 From February 1, 2013 to July 31, 2013 108.625 % 2021 101.750 From August 1, 2013 to July 31, 2014 105.750 % 2022 100.875 % 2023 August 1, 2014 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. (cd) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January 15February 1, 20182013, the Company may, at its option, on one or more occasions, redeem up to 4035% of the aggregate principal amount of the Notes Notes, at one time or from time to time, issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25equal to 111.500% of the principal amount thereofamount, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment applicable Redemption Date), with the Net Cash Proceeds net cash proceeds of one or more Equity Offerings; provided that: that (1i) at least 5065% of the original aggregate principal amount of the Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to the occurrence of such redemption; and and (2ii) any such the redemption by occurs within 45 days of the Company must be made within 120 days after date of the closing of such Equity Offering. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 (“Notices to Trustee”) through Section 3.06 (“Notes Redeemed or Purchased in Part”) hereof.

Optional Redemption. (a) Except as set forth in subparagraphs subparagraph (ab) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020of this Paragraph 5, the Company may, at its option, will not have the option to redeem all or part of the Notes (which includes Additional Notesprior to March 15, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2009. On or after January March 15, 20202009 and prior to maturity, the Company may, at its option, redeem all or a part of the NotesNotes at any time and from time to time 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 (including special interest, if any, thereon ) on the Notes redeemed to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January March 15 (unless otherwise indicated), 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 2020 102.625 2009 102.000 % 2021 101.750 2010 101.000 % 2022 100.875 % 2023 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. (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time prior to January March 15, 20182009, the Company may, at its option, may on any one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25100% of the aggregate principal amount thereofamount, plus a premium equal to the interest rate per annum on the Notes applicable on the date on which notice of redemption is given, plus accrued and unpaid interest (including special interest, if any) to the redemption date, to, but not including, the Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date, with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) that at least 5065% of the original aggregate principal amount of the Notes originally issued under this the Indenture (calculated after giving effect to any issuance of Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption; and (2) any the occurrence of such redemption by and that such redemption occurs within 60 days of the Company must be made within 120 days after date of the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs clause (ab) and (c) belowof this Section 3.07, the Notes are shall not be redeemable before January at the Issuers’ option prior to February 15, 2020.2011. The Issuers are not, however, prohibited from acquiring the Notes by means other than 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. On and after February 15, 2011, the Notes shall be subject to redemption at any time at the option of the Issuers, in whole or in part, 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 Liquidated Damages if any on the Notes redeemed to, but not including, the applicable Redemption Date (subject to the right of the Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of Redemption (the “Redemption Date”), if redeemed during the twelve-month period beginning on February 15 of the years indicated below: 2011 106.500% 2012 103.250% 2013 and thereafter 100.000% (ab) At Notwithstanding the foregoing, at any time prior to January February 15, 20202011, the Company may, at its option, Issuers may redeem all or part any portion of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and additional interest and Liquidated Damages, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07In addition, at any time prior to January August 15, 20182009, the Company may, at its option, Issuers may on any one or more occasions, occasions redeem up to 40an aggregate of 35% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25113% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, to, but not including, the Redemption Date (subject to the right of the 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), with the Net Cash Proceeds net cash proceeds of any one or more Equity OfferingsOfferings by the Company; provided that: (1) that at least 5065% of the original aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any each occurrence of such redemption (excluding Notes held by the Company must be made and its Subsidiaries); and provided further that each such redemption shall occur within 120 90 days after of the date of the closing of such Equity Offering. (d) Notice of any redemption, including, without limitation, upon an Equity Offering, may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to completion of the related Equity Offering. (e) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January February 15, 20202025, the Company maymay redeem the Notes, at its optionin whole or in part, redeem all upon not less than 15 nor more than 60 days’ prior written notice sent to each Holder or part otherwise in accordance with the procedures of the Notes (which includes Additional Notes, if any), Depositary at a redemption price equal to 100% of the aggregate principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable 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 falling on or prior to such redemption date). Promptly after the determination thereof, if redeemed during the twelve-month period beginning on January 15 Company shall give the Trustee notice of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 redemption price provided for in this Section 3.07(a), and thereafter 100.000 %the Trustee shall not be responsible for such calculation. (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior Prior to January February 15, 20182025, the Company may, at its option, may on any one or more occasions, occasions redeem up to 40% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 105.25equal to 106.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, toto 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); provided that (1) at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and (2) such redemption occurs within 120 days after the closing of such Equity Offering. (c) 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 pursuant to Section 4.14, but not includingand the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Redemption Date Company will have the right, upon not less than 15 days’ nor more than 60 days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes to the date of redemption (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). (d) Except pursuant to clause (a), with (b) or (c) of this Section 3.07 or pursuant to Section 3.09, the Net Cash Proceeds of one or more Equity Offerings; provided that:Notes shall not be redeemable at the Company’s option prior to February 15, 2025. (1e) On and after February 15, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ notice, at least 50% the redemption prices (expressed as a percentage of the original aggregate principal amount of the Notes issued under this Indenture to be redeemed) set forth below, plus accrued and unpaid interest on the Notes, if any, to the applicable redemption date (calculated after giving effect subject to any issuance the right of Additional Notes) remains outstanding immediately after giving effect Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to such redemption; andredemption date), if redeemed during the 12-month period beginning on February 15 of each of the years indicated below: 2025 103.250% 2026 101.625% 2027 and thereafter 100.000% (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (df) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06. (g) Any redemption notice in connection with this Section 3.06 hereof3.07 may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction. (h) If the optional redemption date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, 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 Company.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are Company shall not redeemable before January 15, 2020. (a) be entitled to redeem the Notes. At any time prior to January 15, 2020time, the Company may, at its option, may redeem all or a part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date (Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) interest payment date. On or after January 15May 1, 20202012, solely in connection with or after the occurrence of (i) a Change of Ownership, (ii) a Significant Asset Sale, or (iii) in connection with any event or transaction that the Company may reasonably determine may result in a Change of Ownership or Significant Asset Sale, the Company may, at its option, may redeem all or a part (but not less than all) of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 May 1 of the years indicated below: Year Percentage 2020 102.625 2012 103.750 % 2021 101.750 2013 102.500 % 2022 100.875 2014 101.250 % 2023 2015 and thereafter 100.000 %” (c) Notwithstanding 3. Except to the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018extent amended hereby, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of Indenture and the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued shall remain in full force and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offeringeffect. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof4. NEW YORK LAW TO GOVERN. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15February 1, 20202016, the Company maymay on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this 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 equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special 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), with an amount of cash no greater than the net cash proceeds of all Equity Offerings by the Company since the Issue Date; provided that: (1) at least 65% (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to February 1, 2017, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, toto the date of redemption, 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)interest payment date. (bc) 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 January 15February 1, 20202017, the Company may, at its option, 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’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interestinterest and Special Interest, if any, thereon on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the twelve-month period beginning on January 15 February 1 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with interest payment date: 2017 103.938 % 2018 101.969 % 2019 and thereafter 100.000 % Unless the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% Company defaults in the payment of the original aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by on the Company must be made within 120 days after the closing of such Equity Offeringapplicable redemption date. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as Subject to the notice period and provisions set forth in subparagraphs (a) Sections 11.02 and (c) below11.04 of the Base Indenture, and to the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020conditions set forth in Section 11.10 of the Base Indenture, the Company maymay redeem, at its optionoption (A) any series of the Securities at any time outstanding, redeem all in whole or in part of such series, at any time on or after May 24, 2022 (six months following the Notes (which includes Additional NotesIssue Date and, if any)any additional Securities of any series are issued after the Issue Date, except, in the case of such series, for the period of six months beginning on the issue date for any such additional Securities of the applicable series) to (but excluding) the applicable Par Redemption Date, at a redemption price an amount equal to the higher of (i) 100% of the principal amount of the Notes Securities to be redeemed plus and (ii) as determined by the Applicable PremiumDetermination Agent, as of, the sum of the present values of the principal (discounted from the applicable Par Redemption Date) and remaining payments of interest to be made on any scheduled Interest Payment Date to the applicable Par Redemption Date for the Securities of such series to be redeemed (not including accrued and but unpaid interest, if any, to, but not including, on the principal amount of the Securities of such series) discounted to the Redemption Date on a semi-annual basis (subject to assuming a 360-day year consisting of twelve 30-day months) at the rights of Holders on Optional Redemption Treasury Rate plus (x) 15 basis points in the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, redeem all or a part case of the 2027 Notes, at (y) 20 basis points in the redemption prices case of the 2032 Notes, and (expressed as percentages z) 20 basis points in the case of principal amountthe 2042 Notes, together with, in either case of (i) set forth below plus or (ii) above, accrued and but unpaid interest, if any, thereon to on the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture Securities to be redeemed to (calculated after giving effect but excluding) the Redemption Date (the “Make-Whole Redemption”) and/or (B) any series of the Securities then outstanding, in whole but not in part of such series, on the applicable Par Redemption Date, at an amount equal to any issuance of Additional Notes) at a redemption price of 105.25100% of the their principal amount thereof, plus together with accrued and but unpaid interest, if any, to, on the principal amount of the Securities to be redeemed to (but not including, excluding) the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date“Par Redemption”), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15February 1, 20202009, the Company maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 111 1/4% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Qualified Equity Offerings of the Company, or any direct or indirect parent of the Company to the extent that such proceeds are contributed to the Company; provided that: (1) at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding the Notes held by the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Qualified Equity Offering. (b) On or after February 1, 2010, 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 set forth below (which includes Additional Notesexpressed as percentages of principal amount thereof) plus accrued and unpaid interest and Special Interest, if any), on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on February 1, 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: 2010 105.625 % 2011 102.813 % 2012 and thereafter 100.000 % (c) 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. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. At any time prior to February 1, 2010, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, toto the date of redemption, 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)interest payment date. (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January April 15, 20202003, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders may on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Senior Notes and/or up to 35% of the aggregate principal amount at maturity of the Senior Discount Notes originally issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price (i) for the Senior Notes, of 105.25112.50% (expressed as a percentage of principal amount), and (ii) for the principal amount thereofSenior Discount Notes, of 114.50% (expressed as a percentage of Accreted Value on the Redemption Date), in either case plus accrued and unpaid interest, if any, to, but not including, interest to the Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date that is prior to the Redemption Date to receive interest due on the relevant an Interest Payment Date), with the Net Cash Proceeds net cash proceeds of one or more Qualified Equity Offerings; provided that: (1) at least 5065% of the original aggregate principal amount of the Senior Notes and/or at least 65% of the aggregate principal amount at maturity of Senior Discount Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) on the Closing Date remains outstanding immediately after giving effect to the occurrence of such redemptionredemption (excluding Securities held by the Company and its Subsidiaries); and (2) any notice of such redemption by the Company must be made given within 120 60 days after the closing consummation of such Qualified Equity Offering. (db) Any prepayment pursuant to Except as set forth in paragraph (a) of this Section 3.07 shall 3.07, the Securities will not be made pursuant redeemable at the Company's option prior to April 15, 2005. On or after April 15, 2005, the Company may redeem the Securities of one or both series, in whole or from time to time in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices set forth below plus accrued and unpaid interest thereon, if any, to the provisions applicable Redemption Date (subject to the right of Section 3.01 through Section 3.06 hereof.Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date), if redeemed during the twelve-month period beginning on April 15 of the years indicated below: SENIOR DISCOUNT NOTE REDEMPTION PRICE SENIOR NOTE REDEMPTION PRICE (EXPRESSED AS (EXPRESSED AS PERCENTAGES OF PERCENTAGES OF PRINCIPAL YEAR PRINCIPAL AMOUNT) AMOUNT AT MATURITY) ---- ---------------------------- ------------------------ 2005 ................................. 106.250% 107.250% 2006 ................................. 104.167% 104.833% 2007 ................................. 102.083% 102.417% 2008 and thereafter .................. 100.000% 100.000% ARTICLE FOUR

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January April 15, 20202014, the Company may, at its option, Issuer shall be entitled on any one or more occasions to redeem all or part up to 35% of the aggregate principal amount of Notes issued under the Indenture (which includes any Additional Notes, if any), ) at a redemption price equal to 100Redemption Price of 108.500% of the principal amount of the Notes redeemed thereof, plus the Applicable Premium, as of, and accrued and unpaid interestinterest thereon, if anyto the Redemption Date, towith the net cash proceeds of one or more Designated Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (which includes any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) such redemption occurs within 90 days of the date of the closing of such Designated Offering. Notice of any redemption upon any Designated Offering may be given prior to such redemption, and any such redemption or notice may, at the Issuer's discretion, be subject to one or more conditions precedent, including, but not includinglimited to, completion of the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)related Designated Offering. (b) On or after January April 15, 20202016, the Company may, at its option, Issuer shall be entitled to redeem all or a part of the Notes, at the redemption prices Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest and Additional Interest, if any, thereon thereon, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January April 15 of the years indicated below: Year Percentage 2020 102.625 2016 104.25% 2021 101.750 2017 102.125% 2022 100.875 2018 101.063% 2023 2019 and thereafter 100.000 100% (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07In addition, at any time and from time to time prior to January April 15, 20182016, the Company may, may redeem all or any portion of the Notes outstanding at its option, on one or more occasions, redeem up a redemption price equal to 40(i) 100% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereofbe redeemed, plus together with accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect thereon to such redemption; and redemption date, plus (2ii) any such redemption by the Company must be made within 120 days after the closing of such Equity OfferingMake Whole Amount. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time on or prior to January February 15, 2020 the Issuer may, at its option on any one or more occasions, redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 106.00% of the principal amount, plus accrued and unpaid interest to the redemption date, with the Net Cash Proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes issued under this 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 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2020, the Company may, at its option, Issuer may redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder 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, Premium as of, and accrued and unpaid interest, if any, interest to, but not includingthe date of redemption, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that:interest payment date. (1c) at least 50% of Except pursuant to the original aggregate principal amount of preceding paragraphs, the Notes issued under this Indenture (calculated after giving effect will not be redeemable at the Issuer’s option prior to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity OfferingFebruary 15, 2020. (d) Any prepayment pursuant to this Section 3.07 shall The Notes will be made pursuant redeemable at the option of the Issuer, in whole or in part, at any time on or after February 15, 2020 at the redemption prices (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the provisions redemption date (subject to the right of Section 3.01 through Section 3.06 hereofholders 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 February 15 of the years indicated below: Year Redemption Price 2020 104.500 % 2021 103.000 % 2022 101.500 % 2023 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.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January April 15, 20202010, the Company mayIssuers may redeem the Notes, at its their option, redeem all in whole at any time or in part of the Notes (which includes Additional Notesfrom time to time, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Liquidated Damages, if any, toto the applicable date of redemption, but not including, the Redemption Date (subject to the rights of Holders holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (b) Except pursuant to Section 3.07(a) hereof, the Notes will not be redeemable at the Issuers’ option prior to April 15, 2010. (c) On or after January April 15, 20202010, the Company mayIssuers may redeem the Notes, at its their option, redeem all in whole at any time or a in part of the Notesfrom time to time, 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 interestinterest and Liquidated Damages, if any, thereon on the Notes redeemed to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January April 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with interest payment date: 2010 104.750 % 2011 102.375 % 2012 and thereafter 100.000 % Unless the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% Issuers default in the payment of the original aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by on the Company must be made within 120 days after the closing of such Equity Offeringapplicable redemption date. (d) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January August 15, 20202022, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture upon not less than 30 days nor more than 60 days prior notice at a redemption price of 105.750% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes to be redeemed to the redemption date, subject to the 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 one or more Equity Offerings of the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 60 days of the date of the closing of Equity Offering. (b) Any redemption or notice of any redemption with the proceeds of an Equity Offering pursuant to Section 3.07(a) may, at its optionthe 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 August 15, 2022, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any), notes upon notice as described in Section 3.03 at a redemption price equal to 100% of the principal amount of the Notes notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, but not includingexcluding the date of redemption, the Redemption Date (subject to the rights of Holders holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. Calculation of the Applicable Premium will be made by the Company or on its behalf by such Person as the Company may designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. (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 August 15, 2022. (e) On or after January August 15, 20202022, the Company may, at its option, may redeem all or a part of the NotesNotes 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, thereon on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January August 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with interest payment date: 2022 102.875% 2023 101.438% 2024 and thereafter 100.000% Unless the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% Company defaults in the payment of the original aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by the Company must be made within 120 days on and after the closing of such Equity Offeringapplicable redemption date. (df) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof3.06.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January Until May 15, 2020. (a) At any time prior to January 15, 20202015, the Company may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture, at a redemption price equal to 104.250% of the aggregate principal amount thereof (if the redemption occurs prior to May 15, 2013) or at a redemption price equal to 108.500% of the aggregate principal amount thereof (if the redemption occurs on or after May 15, 2013 and prior to May 15, 2015), in each case plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company from one or more Equity Offerings; provided that: (i) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (other than Notes or Additional Notes held by the Company or any of its Affiliates) remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 120 days of the date of closing of each such Equity Offering. (b) At any time prior to May 15, 2015, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any)upon notice as described in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, toto the redemption date (the “Redemption Date”), but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that:interest payment date. (1c) at least 50% of Except pursuant to the original aggregate principal amount of preceding paragraphs, the Notes issued under this Indenture (calculated after giving effect will not be redeemable at the Company’s option prior to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity OfferingMay 15, 2015. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant On or after May 15, 2015, 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’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the provisions applicable date of Section 3.01 through Section 3.06 hereofredemption, 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 2015 106.375 % 2016 104.250 % 2017 102.125 % 2018 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.

Optional Redemption. (a) Except as set forth in subparagraphs (ab) and (c) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to February 1, 2014. On or after February 1, 2014, the Issuers 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, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 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 2014 105.813 % 2015 103.875 % 2016 101.938 % 2017 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest shall cease to accrue on the Notes are not redeemable before January 15, 2020or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or prior to February 1, 2014, 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 issued after the Issue Date) at a redemption price of 107.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not including the redemption date, with the net cash proceeds of one or more Equity Offerings (1) by the Issuers or (2) by any direct or indirect parent of VHS Holdco II, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of VHS Holdco II or used to purchase Capital Stock (other than Disqualified Stock) of VHS Holdco II from it; provided that (1) at least 65% in aggregate principal amount of the Notes issued under the Indenture (excluding Notes held by the Issuers and their subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) that such redemption occurs within 120 days of the date of the closing of such Equity Offering. (c) At any time prior to January 15February 1, 20202014, the Company may, at its option, Issuers may also redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not includingthe date of redemption, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs (ab) and (cd) belowof this Paragraph 5, the Notes are will not be redeemable before January at the Company’s option prior to December 15, 2020. (a) At any time prior to January 2023. On or after December 15, 20202023, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, may redeem all or a part of the NotesNotes 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, if any, thereon to on the Notes redeemed, to, but excluding, the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January December 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 2020 102.625 2023 101.938% 2021 101.750 2024 100.969% 2022 100.875 % 2023 2025 and thereafter 100.000 %100.0000% 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. (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time prior to January December 15, 20182023, the Company may, at its option, may on any one or more occasions, occasions redeem up to 40% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25103.875% of the principal amount thereofamount, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Redemption Date (subject to the right of Holders of record on the relevant record redemption date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds net cash proceeds of one or more Equity OfferingsOfferings of the Company; provided that: that (1) at least 5060% of the original aggregate principal amount of the Notes originally issued under this the Indenture (calculated after giving effect to any issuance of Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to the occurrence of such redemption; and , and (2) any such the redemption by occurs within 90 days of the Company must be made within 120 days after date of the closing of such Equity Offering. (dc) Any prepayment pursuant to this Section 3.07 shall be made redemption or notice of any redemption with the proceeds of an Equity Offering pursuant to the provisions of Section 3.01 through Section 3.06 hereofprior paragraph may, at the Company’s discretion, be subject to 1 With respect to Notes issued on the Issue Date.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowThe Notes may be redeemed, the Notes are not redeemable before January 15in whole or in part, 2020. (a) At at any time prior to January March 15, 2020, the Company may2018, at its option, redeem all or part the option of the Notes (which includes Additional Notes, if any), Issuer at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, to but not including, the Redemption Date (subject to the rights of Holders on the relevant record applicable redemption date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Dateinterest payment date). (b) In addition, the Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after March 15, 2018, at the 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), if redeemed during the 12-month period beginning on: Redemption March 15, 2018 104.875% March 15, 2019 103.250% March 15, 2020 101.625% March 15, 2021 and thereafter 100.000% (c) At any time prior to March 15 2018, the Issuer may, (i) with the Net Cash Proceeds net proceeds of one or more Qualified Equity Offerings; provided that: (1) at least 50, redeem up to 35% of the original aggregate principal amount of the outstanding Notes issued under this Indenture (calculated after giving effect including Additional Notes) at a redemption price equal to any issuance 106.500% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after giving effect to the occurrence of any such redemptionredemption and that any such notice of redemption occurs within 90 days following the closing of any such Qualified Equity Offering; and (2ii) any such redeem up to 10% of the aggregate principal amount of the Notes (including Additional Notes) that have been issued hereunder during each twelve-month period commencing with the Issue Date (with unused amounts from the first twelve-month period being permitted to be carried over to the next succeeding twelve-month period) at a redemption by price equal to 103% of the Company must be made within 120 days after principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the closing of such Equity Offeringredemption date. (d) Any prepayment redemption may, at the Issuer’s option, be subject to one or more conditions precedent. Notice of any redemption upon any Qualified Equity Offering may be given prior to the completion thereof. (e) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to this Section 3.07 shall be made pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the provisions of Section 3.01 through Section 3.06 hereofIssuer or any Affiliate may determine.

Optional Redemption. (a) Except as set forth in subparagraphs Sections 3.07(b), (ac) and (c) belowd), the Issuers shall not have the option to redeem the Notes are pursuant to this Section 3.07 prior to March 1, 2026. The Issuers shall have the option to redeem the Notes, from and after March 1, 2026, in whole or in part, upon not redeemable before January 15less than 10 nor more than 60 days’ notice, 2020.at the redemption prices (expressed as percentages of principal amount of the Notes) set forth below plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of the years indicated below: 2026 103.688 % 2027 101.844 % 2028 and thereafter 100.000 % (ab) At any time prior to January 15March 1, 20202026, the Company may, at its option, Issuers may on any one or more occasions redeem all or part up to 40% of the aggregate principal amount of the Notes (which includes including the principal amount of any Additional Notes), at a redemption price of 107.375% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any), to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 50% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption, unless all such Notes are redeemed substantially concurrently; and (ii) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) At any time and from time to time prior to March 1, 2026, the Issuers 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 and Special Interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. The Trustee shall have no responsibility for calculating the Make-Whole Premium. (d) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, 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 tender offer and the Issuers, or any third party making a such tender offer in lieu of the Issuers, purchases all of the Notes redeemed plus validly tendered and not withdrawn by such Holders, the Applicable PremiumIssuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, as ofgiven not more than 30 days following such purchase date, and 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 tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if anythereon, to, but not including, the Redemption Date (subject to the right date 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 one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such . Any redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof3.06.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020following two paragraphs, the Company may, at its option, may not redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal prior to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January March 15, 20202014. On and after this date, the Company may, at its option, may redeem all or a part of the Notes, in whole or in part, on not less than thirty (30) nor more than sixty (60) days’ prior notice, at the following redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof), plus accrued and unpaid interest, if any, to, but not including, interest to the Redemption Date redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), if redeemed during the twelve month period commencing on March 15 of the years set forth below: 2014 104.375% 2015 102.188% 2016 and thereafter 100.000% At any time prior to March 15, 2014, we may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, to the date of redemption. Prior to March 15, 2013, the Company may, on one or more occasions, also redeem up to a maximum of 35% of the aggregate principal amount of the Notes (calculated giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity OfferingsOfferings by the Company, at a redemption price equal to 108.750% of the aggregate principal amount thereof, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided thathowever, that after giving effect to such redemption: (1a) at least 5065% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemptionoutstanding; and (2b) any such redemption by the Company must be made within 120 60 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall Offering and must be made pursuant to in accordance with certain procedures set forth in the provisions of Section 3.01 through Section 3.06 hereofIndenture.

Optional Redemption. Except as set forth in subparagraphs (ai) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020, the Company The Issuer may, at its option, redeem all or part of the Notes in whole or in part in increments of not less than (which includes Additional Notes, if any), at a redemption price equal to 100% of the euro)10,000,000 in principal amount of the Notes, upon at least 30 days' but not more than 60 days' notice to the Fiscal Agent, the Collateral Agent and the Noteholders, in each case solely with Net Cash Proceeds actually received by the Issuer from any Disposition of assets permitted by these Terms and Conditions of Notes redeemed plus at their principal amount together with interest accrued (if any) thereon and arrears of interest (if any) in respect thereof to but excluding the Applicable Premium, as ofdate fixed for redemption, and accrued and unpaid interest, if any, to, but not including, any Additional Amounts payable under the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)Notes. (bii) On or after January 15, 20201 August 2005, the Company Issuer may, at its option, redeem all or a part of the NotesNotes in whole, but not in part, upon at least 30 days' but not more than 60 days' notice to the Fiscal Agent, the Collateral Agent and the Noteholders, at the redemption prices price (expressed as percentages of principal amount) set forth below plus together with interest accrued and unpaid interest, (if any) on the principal amount and arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption, thereon to and any Additional Amounts payable under the applicable Redemption DateNotes, if redeemed during the twelve-month period beginning on January 15 1 August of the years indicated below: Year Percentage 2020 102.625 -------------- ---------- 2005 105.00% 2021 101.750 2006 103.00% 2022 100.875 2007 101.00% 2023 2008 and thereafter 100.000 100.00% (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (diii) Any prepayment redemption pursuant to this Section 3.07 clause (i) or (ii) above shall be made pursuant to the following provisions: (1) If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of clause (i) or (ii) above, it will furnish to the Fiscal Agent, the Collateral Agent and the Noteholders, at least 30 days, but not more than 60 days, before a redemption date, an officers' certificate setting forth (w) the section of these Terms and Conditions of Notes pursuant to which the redemption shall occur, (x) the redemption date, (y) the principal amount of Notes to be redeemed and (z) the redemption price. (2) If less than all of the Notes are to be redeemed or purchased pursuant to the optional redemption provisions of clause (i) above, the Fiscal Agent will select Notes for redemption or repurchase as follows: (I) if the Notes are listed on any national securities exchange or regulated market, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or (II) if the Notes are not listed on any national securities exchange or regulated market, on a pro rata basis, by lot or by such method as the Fiscal Agent deems fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Fiscal Agent from the outstanding Notes not previously called for redemption or purchase. The Fiscal Agent will promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or repurchased. Notes and portions of Notes selected will be in amounts of (euro)1,000 or whole multiples of (euro)1,000; except that if all of the Notes of a holder are to be redeemed, the entire outstanding amount of Notes held by such holder, even if not a multiple of (euro)1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of these Terms and Conditions of Notes that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. (3) At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each holder whose Notes are to be redeemed at its registered address. Execution copy The notice will identify the notes to be redeemed and will state: (I) the redemption date; (II) the redemption price; (III) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; (IV) the name and address of the Fiscal Agent; (V) that Notes called for redemption must be surrendered to the Fiscal Agent to collect the redemption price; (VI) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; and (VII) the paragraph of the Notes and/or section of these Terms and Conditions of Notes pursuant to which the Notes called for redemption are being redeemed. At the Issuer's request (which may be revoked at any time in writing prior to the time at which the Fiscal Agent shall have given such notice to the Noteholders), the Fiscal Agent will give the notice of redemption in the Issuer's name and at its expense; provided, however, that the Issuer has delivered to the Fiscal Agent, at least 35 days prior to the redemption date, an officers' certificate requesting that the Fiscal Agent give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. (4) Once notice of redemption is mailed in accordance with clause (3) above, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. If mailed in the manner herein, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. Failure to give notice or any defect in the notice to any Noteholder shall not affect the validity of the notice to any other Noteholder. (5) One Business Day prior to the redemption or purchase date, the Issuer will deposit with the Fiscal Agent money sufficient to pay the redemption or purchase price of, and accrued interest (if any), arrears of interest (if any) and Additional Amounts (if any) on, all Notes to be redeemed or purchased on that date. The Fiscal Agent will promptly return to the Issuer any money deposited with the Fiscal Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest (if any), arrears of interest (if any) and Additional Amounts (if any) on, all Notes to be redeemed or purchased. If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and under Section 3.01 through Section 3.06 1 hereof. (6) Upon surrender of a Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an order from the Issuer to authenticate a new Note, the Fiscal Agent will authenticate for the holder of such Note at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 20202014, the Company may, at its option, Issuers shall have the option to redeem all or a part of the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest thereon, if any, thereon to the applicable Redemption Dateredemption date, if redeemed during the twelve-twelve month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 2014 105.250% 2021 101.750 2015 103.500% 2022 100.875 2016 101.750% 2023 2017 and thereafter 100.000 100.000% (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January 15, 20182014, the Company may, at its option, Issuers may on any one or more occasions, occasions redeem up to 4035% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to including the principal amount of any issuance of Additional Notes) ), at a redemption price of 105.25107.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject interest to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)redemption date, with the Net Cash Proceeds net cash proceeds of one or more Equity Offerings; provided that: (1) at least 5065% of the original aggregate principal amount of Notes (including the Notes issued under this Indenture (calculated after giving effect to principal amount of any issuance of Additional Notes) issued under the Indenture remains outstanding immediately after giving effect to the occurrence of such redemptionredemption (excluding Notes held by the Issuers and their Subsidiaries); and (2) any such the redemption by must occur within 180 days of the Company must be made within 120 days after date of the closing of such Equity Offering. (c) At any time and from time to time prior to January 15, 2014, the Issuers 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) Any prepayment In the event that the Issuers have made a Change of Control Offer pursuant to this Section 3.07 shall be made 4.16, and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the provisions Issuers may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Section 3.01 through Section 3.06 hereofControl Payment Date, redeem all of the Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to 101% of the principal amount of the Notes so redeemed plus accrued and unpaid interest on the Notes so redeemed to the redemption date.

Optional Redemption. (a) Except as set forth below and in subparagraphs clause (ab) and (c) belowof this Section 3.7, the Notes are will not be redeemable before January 15, 2020. (a) at the option of the Company. At any time prior to January June 15, 20202010, the Company may, at its option, may redeem all or part any portion of the Notes (which includes Additional Notes, if any)at once or over time, after giving notice in accordance with Section 3.3, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes redeemed plus the Applicable Premiumto be redeemed, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).and (bii) On or after January 15, 2020, the Company may, at its option, redeem all or a part sum of the Notes, at the redemption prices present values of (expressed as percentages of principal amounti) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40100% of the aggregate principal amount of the Notes issued under this Indenture to be redeemed at June 15, 2010, and (calculated after giving effect to any issuance ii) the remaining scheduled payments of Additional Notes) at a interest from the redemption price of 105.25% of the principal amount thereofdate through June 15, plus 2010, but excluding accrued and unpaid interestinterest through the redemption date, discounted to the redemption date at the Treasury Rate plus 175 basis points, plus, in either case, accrued and unpaid interest and Special Interest, if any, to, but not including, to the Redemption Date redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date). Any notice to Holders of Notes of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers' Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. (b) At any time and from time to time prior to June 15, 2006, the Company may redeem up to a maximum of 25% of the aggregate principal amount of the Notes, including any Additional Notes, with the Net Cash Proceeds proceeds of one or more Public Equity Offerings, at a redemption price equal to 111.875% 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 on the relevant record date to receive interest due on the relevant interest payment date); provided that: (1) provided, however, that after giving effect to any such redemption, at least 5075% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to including any issuance of Additional Notes) issued on or after the Issue Date remains outstanding immediately after giving effect to such redemption; and (2) any outstanding. Any such redemption by the Company must shall be made within 120 75 days after the closing of such Public Equity OfferingOffering upon not less than 30 nor more than 60 days' prior notice. (dc) Any prepayment pursuant to this Section 3.07 3.7 shall be made pursuant to the provisions of Section 3.01 3.1 through Section 3.06 hereof3.6.

Optional Redemption. Except as set forth in subparagraphs (a) and On or after November 1, 2018, 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’ notice, at the redemption prices (cexpressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes are not redeemable before January 15redeemed, 2020to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on November 1 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 102.938 % 2019 101.958 % 2020 100.979 % 2021 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. (ab) At any time prior to January 15November 1, 20202016, the Company maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings by 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 optionSubsidiaries) 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 Equity Offering. (c) At any time prior to November 1, 2018, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, toto but excluding the date of redemption, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Issuers will not be entitled to redeem the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15April 1, 20202010. On and after April 1 2010, the Company may, at its option, Issuers are entitled to redeem all or part or, from time to time, a portion of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but upon not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, redeem all or a part of the Notesless than 30 nor more than 60 days’ notice, at the redemption prices (expressed as in percentages of principal amount) set forth below Accreted Value on the redemption date), plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), if redeemed during the 12-month period commencing on April 1 of the years set forth below: 2010 107.000 % 2011 103.500 % 2012 and thereafter 100.000 % Prior to April 1, 2009, the Issuers are entitled on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount at maturity not to exceed 35% of the originally issued aggregate principal amount at maturity of the Notes (including the principal amount at maturity of Additional Notes, if any) at a redemption price (expressed as a percentage of Accreted Value on the redemption date) of 114%, 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 the relevant interest payment date), with the Net Cash Proceeds of net cash proceeds from one or more Equity OfferingsOfferings by the Company or, after the occurrence of a Parent Rollup Transaction, the Parent (to the extent the net proceeds thereof are contributed to the equity capital of the Company (other than in the form of Disqualified Stock) or are used to purchase Capital Stock of the Company (other than Disqualified Stock)); provided provided, however, that: (1) at least 5065% of the original originally issued aggregate principal amount at maturity of Notes (including the Notes issued under this Indenture (calculated after giving effect to any issuance principal amount at maturity of Additional Notes, if any) remains outstanding immediately after giving effect to the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Issuers or its Affiliates); and (2) any each such redemption by the Company must be made occurs within 120 180 days after the closing of such the related Equity Offering. . At any time prior to April 1, 2010, we may also redeem all or a portion on one or more occasions of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the Accreted Value of Notes redeemed plus the Applicable Premium (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant calculated as of a date no more than three Business Days prior to the provisions relevant redemption notice) as of Section 3.01 through Section 3.06 hereofthe date of redemption. On and after any Redemption Date, if money sufficient to pay the redemption price of and accrued interest on Notes called for redemption shall have been made available in accordance with the terms of the Indenture, the Notes called for redemption will cease to accrue interest and the only right of the holders of such Notes will be to receive payment of the redemption price of and, subject to the terms of the Indenture, accrued and unpaid interest on such Notes to the redemption date.

Optional Redemption. (a) Except as set forth in subparagraphs subparagraph (ab) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020of this Paragraph 5, the Company may, at its option, will not have the option to redeem all or part of the Notes (which includes Additional Notesprior to November 15, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2007. On or after January November 15, 20202007, the Company may, at its option, will have the option to redeem all or a part of the NotesNotes 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 interestinterest and Liquidated Damages, if any, thereon on the Notes redeemed to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January November 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 2020 102.625 2007 104.00 % 2021 101.750 2008 102.00 % 2022 100.875 % 2023 2009 and thereafter 100.000 %100.00 % 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. (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time prior to January November 15, 20182007, the Company may, at its option, may on any one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25equal to 100% plus the Applicable Eurodollar Rate than in effect of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, to, but not including, the Redemption Date (subject any to the right of Holders of record on the relevant record redemption date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds net cash proceeds of one or more sales of Equity OfferingsInterests (other than Disqualified stock) of the Company; provided that: (1) that at least 5065% of the original in aggregate principal amount of the Notes originally issued under this the Indenture (calculated after giving effect to any issuance of Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption; and (2) any the occurrence of such redemption by and that such redemption occurs within 90 days of the Company must be made within 120 days after date of the closing of such sale of Equity OfferingInterests. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs Section 3.07(b), (ac) and (c) belowd), the Issuers shall not have the option to redeem the Notes are pursuant to this Section 3.07 prior to April 1, 2019. The Issuers shall have the option to redeem the Notes, from and after April 1, 2019, in whole or in part, upon not redeemable before January 15less than 30 nor more than 60 days’ notice, 2020.at the redemption prices (expressed as percentages of principal amount of the Notes) set forth below plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on April 1 of the years indicated below: 2019 104.406% 2020 102.938% 2021 101.469% 2022 and thereafter 100.000% (ab) At any time prior to January 15April 1, 20202019, the Company may, at its option, Issuers may on any one or more occasions redeem all or part up to 40% of the aggregate principal amount of the Notes (which includes including the principal amount of any Additional Notes), 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, with the net cash proceeds of one or more Equity Offerings; provided that: i. at least 60% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and ii. the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) At any time and from time to time prior to April 1, 2019, the Issuers may redeem outstanding Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium, as of, and accrued and unpaid interestinterest and Special Interest, if any, to, but not including, the Redemption Date (subject on such Notes to the rights of Holders on redemption date plus the relevant record date to receive interest due on the relevant Interest Payment Date)Make-Whole Premium. (bd) On or after January 15In the event that the Issuers have made a Change of Control Offer pursuant to Section 4.16, 2020and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the Company Issuers may, at its optionupon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all or a part of the Notes, Notes that remain outstanding following such Change of Control Payment Date at the a redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon price equal to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40101% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, so redeemed plus accrued and unpaid interest, if any, to, but not including, interest on the Redemption Date (subject Notes so redeemed to the 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 one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) date. Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof3.06.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15June 1, 20202008, the Company may, at its option, may redeem all or part up to 35% of the aggregate principal amount of Notes (which includes Additional Notes, if any), issued under this Indenture at a redemption price equal to of 100% of the principal amount of amount, plus a premium equal to the interest rate per annum on the Notes redeemed applicable on the date on which the notice of redemption is given, plus the Applicable Premium, as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the Redemption Date (subject to the rights redemption date, with the net cash proceeds of Holders on one or more Public Equity Offerings; provided that: (1) at least 65% of the relevant record aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date to receive interest due on of the relevant Interest Payment Date)closing of such Public Equity Offering. (b) Except pursuant to the preceding paragraph and pursuant to paragraph (e) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to June 1, 2008. (c) On or after January 15June 1, 20202008, the Company may, at its option, may redeem all or a part of the NotesNotes 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 interestinterest and Additional Interest, if any, thereon on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January 15 of the years dates indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2020 102.625 June 1, 2008 104.000 % 2021 101.750 December 1, 2008 103.000 % 2022 100.875 December 1, 2009 102.000 % 2023 December 1, 2010 101.000 % December 1, 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. (cd) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraphs Section 3.01 through 3.06 hereof. (ae) and (b) of this Section 3.07, The Company may also choose to redeem the Notes at any time prior to January 15June 1, 20182008, the Company may, at its optionin whole or in part, on one or not less than 30 nor more occasionsthan 60 days’ notice, redeem up by paying a redemption price equal to 40the sum of: (1) 100% of the aggregate principal amount of the Notes issued under this Indenture to be redeemed, plus (calculated after giving effect to any issuance of Additional Notes2) at a redemption price of 105.25% of the principal amount thereofApplicable Premium, plus accrued and unpaid interestinterest thereon, if any, to, but not including, any to the Redemption Date redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January April 15, 20202013, the Company may, at its option, Issuer may redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, toto the date of redemption (the “Redemption Date”), but not including, the Redemption Date (subject to the rights of Holders on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). (b) On or after January Until April 15, 20202013, the Company Issuer may, at its option, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, redeem all up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 108.625% of the aggregate principal amount thereof, 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, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the 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 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 Offering 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. (c) At any time prior to April 15, 2013, the Issuer may redeem a part portion of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, at a redemption price equal to 103.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the applicable 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; provided that in no event may the Issuer redeem more than 10% of the original aggregate principal amount of the Notes and any Additional Notes during any twelve-month period. (d) Except pursuant to paragraph (a), (b), (c) or (f) of this Section 3.07, the Notes shall not be redeemable at the Issuer’s option prior to April 15, 2013. (e) On and after April 15, 2013, 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, postage prepaid, with a copy to the Trustee, to the registered address of each Holder, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below below, plus accrued and unpaid interestinterest thereon, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on January April 15 of each of the years indicated below: Year Percentage 2020 102.625 2013 106.469 % 2021 101.750 2014 104.313 % 2022 100.875 2015 102.156 % 2023 2016 and thereafter 100.000 % (cf) Notwithstanding The Issuer is entitled to redeem the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company mayNotes, at its option, on one or at any time as a whole but not in part, upon not less than 30 nor more occasionsthan 60 days’ notice mailed by first-class mail to the registered address of each Holder, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25100% of the principal amount thereof, plus accrued and unpaid interest, interest (if any, to, but not including, ) to the Redemption 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), in the event the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Net Cash Proceeds of one or more Equity Offerings; provided thatNotes, any Additional Amounts pursuant to Section 4.19 hereof as a result of: (1i) at least 50% a change in or an amendment to the laws (including any regulations promulgated thereunder) of any Relevant Taxing Jurisdiction; or (ii) any change in or amendment to any official position of a taxing authority in any Relevant Taxing Jurisdiction regarding the original aggregate principal amount application or interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after April 9, 2010. Before the Issuer publishes or mails notice of redemption of the Notes issued under as described above in this Indenture paragraph (calculated after giving f), the Issuer shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to any issuance pay Additional Amounts by taking reasonable measures available to it. The Issuer shall also deliver an opinion of independent legal counsel of recognized standing stating that the Issuer would be obligated to pay Additional Notes) remains outstanding immediately after giving effect to Amounts as a result of a change in tax laws or regulations or the application or interpretation of such redemption; and (2) any such redemption laws or regulations by the Company must be made within 120 days after the closing of such Equity OfferingRelevant Taxing Jurisdiction. (dg) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). subparagraph (b) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to March 1, 2013. On or after January 15March 1, 20202013, the Company may, at its option, Issuers shall have the option to redeem all or a part of 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, to the Redemption Date 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 March 1 of the years indicated below: 2013 104.375 % 2014 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 1, 2012, the Company 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 108.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 DateDate that is on or prior to the redemption date), with the Net Cash Proceeds net cash proceeds of one or more Equity OfferingsOfferings by the Company; provided that: that (1i) at least 5065% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to including any issuance of Additional Notes) issued under the Indenture remains outstanding immediately after giving effect to such redemption; and (2) any the occurrence of each such redemption (excluding any Notes held by the Company must be made and its Subsidiaries) and (ii) each such redemption occurs within 120 150 days after of the date of the closing of each such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowthe following two paragraphs, the Notes are Securities shall not be redeemable before January 15at the option of the Issuers prior to August 1, 2020. (a) At 2011. Thereafter, the Securities shall be redeemable at the option of the Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior to January 15, 2020, the Company maynotice, at its optionthe following redemption prices (expressed as a percentage of principal amount), redeem all or part of the Notes (which includes Additional Notesplus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on August 1 of the years set forth below: 2011 104.438 % 2012 102.219 % 2013 and thereafter 100.000 % In addition, prior to August 1, 2011, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes Securities redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest and additional interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date). Notwithstanding the foregoing, with at any time and from time to time on or prior to August 1, 2009, the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes issued under this Indenture Securities (calculated after giving effect to any issuance of Additional NotesSecurities), with the net cash proceeds of one or more Equity Offerings (1) remains outstanding immediately by the Issuers or (2) by any direct or indirect parent of the Issuers, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuers or used to purchase Capital Stock (other than Disqualified Stock) of the Issuers from it, at a redemption price equal to 108.875% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and (2) and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption by or notice may, at the Company must Issuers’ discretion, be made within 120 days after subject to one or more conditions precedent, including, but not limited to, completion of the closing of such related Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs subparagraph (ab) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020of this Paragraph 5, the Company may, at its option, will not have the option to redeem all or part of the Notes (which includes Additional Notesprior to April 1, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2008. On or after January 15April 1, 20202008, the Company may, at its option, may redeem all or a part of the NotesNotes upon not less than 10 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon on the Notes redeemed to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January 15 April 1 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 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 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. (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time prior to January 15April 1, 20182007, the Company may, at its option, may on any one or more occasions, occasions redeem up to 40% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25114% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)redemption date, with the Net Cash Proceeds net cash proceeds of one or more Equity Offerings; provided that: (1) that at least 5065% of the original aggregate principal amount of the Initial Notes originally issued under this the Indenture on the Issue Date (calculated after giving effect to any issuance of Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption; and (2) any the occurrence of such redemption by and the Company must be made redemption occurs within 120 90 days after of the date of the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January December 15, 20202008, the Company may, at its option, Issuers may on any one or more occasions redeem up to (i) 35% of the aggregate principal amount of Notes originally issued under this Indenture and (ii) all or part a portion of any Additional Notes issued after the Notes (which includes Additional Notesdate of this Indenture, if any), in each case at a redemption price equal to 100of 110.675% of the principal amount of the Notes redeemed amount, plus the Applicable Premium, as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the Redemption Date (subject to the rights redemption date, with the net cash proceeds of Holders on a Public Equity Offering of the relevant record Company or a contribution to the Company’s or a Restricted Subsidiary’s common equity capital made with the net cash proceeds of a Public Equity Offering of any other direct or indirect parent of the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date to receive interest due on of the relevant Interest Payment Date)closing of such sale of Equity Interests. (b) Except pursuant to the clause (a) above, the Notes will not be redeemable at the Issuers’ option prior to December 15, 2009. On or after January December 15, 20202009, the Company may, at its option, Issuers may redeem all or a part of the NotesNotes 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 interestinterest and Additional Interest, if any, thereon on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month twelvemonth period beginning on January December 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on an interest payment date that is prior to the applicable redemption date: 2009 105.313 % 2010 102.656 % 2011 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the relevant Interest Payment Date), with Notes or portions thereof called for redemption on the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such applicable redemption by the Company must be made within 120 days after the closing of such Equity Offeringdate. (dc) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowExcept as described in this Section 3.07, the Notes are will not be redeemable before January 15at the Company’s option prior to February 1, 20202012. (ab) At any time prior to January 15February 1, 20202012, the Company maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the 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 an Equity Offering by the Company; provided that: (1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by Parent and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the closing of such Equity Offering. (c) At any time prior to February 1, 2012, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)subject to the provisions of Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, toto the date of redemption, 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)interest payment date. (bd) On or after January 15February 1, 20202012, the Company may, at its option, may on any one or more occasions redeem all or a part of the Notes, 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 interestinterest and Special Interest, if any, thereon on the Notes redeemed to the applicable Redemption Datedate of redemption, if redeemed during the twelve12-month period beginning on January 15 February 1 of the years indicated set forth below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with interest payment date: Period Percentage 2012 109.000 % 2013 and thereafter 100.000 % Unless the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% Company defaults in the payment of the original aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by on the Company must be made within 120 days after the closing of such Equity Offeringapplicable redemption date. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15November 1, 20202016, the Company Issuer may, at its option, on any one or more occasions redeem all or part up to 35% of the aggregate principal amount of Notes issued under this 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 equal to 106.125% of the principal amount of the Notes (which includes Additional Notesredeemed, 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), with an amount of cash equal to the net cash proceeds of an Equity Offering by Solera; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes and excluding Notes held by Solera and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to November 1, 2018, the Notes may be redeemed, in whole or in part, at the option of the Issuer, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, but not including, to the Redemption Date applicable redemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date). (c) Except pursuant to Section 3.07(a) and (b), the Notes will not be redeemable at the Issuer’s option prior to November 1, 2018. (d) On or after January 15November 1, 20202018, the Company may, at its option, 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 below, plus accrued and unpaid interest, if any, thereon on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the twelve-month period beginning on January 15 November 1 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with interest payment date: Year Percentage 2018 103.063 % 2019 102.042 % 2020 101.021 % 2021 and thereafter 100.000 % Unless the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% Issuer defaults in the payment of the original aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by on the Company must be made within 120 days after the closing of such Equity Offeringapplicable redemption date. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except The Notes shall not be subject to any redemption at the option of the Company except as set forth in subparagraphs this paragraph (a) and (c) below, the Notes are not redeemable before January 15, 20205). (a) At any time prior to January February 15, 20202009, the Company mayNotes will be subject to redemption, from time to time and at its option, redeem all or part the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes (which includes Additional Notesto be redeemed at such Holder's address appearing in the Security Register, if any)in amounts of $1,000 or an integral multiple of $1,000, at a redemption price equal to the greater of (1) 100% of the their principal amount or (2) the sum of the Notes redeemed present values of the remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus the Applicable Premium50 basis points, as of, and plus in each case accrued and but unpaid interestinterest (including Special Interest, if any, to, ) to but not including, excluding the Redemption Date (subject to the rights of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date). (b) On or after January February 15, 20202009, the Company may, at its option, may redeem all or a part of the NotesNotes 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, thereon thereon, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January February 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January September 15, 20202019, the Company maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes 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 originally issued under this Indenture (excluding Notes held by the Company, its optionSubsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such equity offering. (b) At any time prior to September 15, 2021, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)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 redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, toto the applicable date of redemption, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (bc) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to September 15, 2021. (d) On or after January September 15, 20202021, the Company may, at its option, 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’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, thereon on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the twelve-month period beginning on January September 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that:interest payment date: 2021 102.500 % 2022 101.667 % 2023 100.833 % 2024 and thereafter 100.000 % (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof. (f) The provisions of this Article 3 do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Optional Redemption. (a) Except as set forth in subparagraphs paragraph (ab) and or (c) below, the Notes are will not be redeemable before January 15, 2020. (a) At any time at the Issuer’s option prior to January 15October 1, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2016. On or after January 15, 2020such date, the Company may, at its option, Issuer may redeem all or a part of the NotesNotes upon not less than 30 nor more than 60 days’ notice (except that redemption notices may be provided more than 60 days prior to a redemption date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon on the Notes redeemed, to, but not including, the applicable redemption date (subject to the applicable Redemption Dateright of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on January 15 October 1 of the years indicated below: Year Percentage 2020 102.625 2016 104.125 % 2021 101.750 2017 102.750 % 2022 100.875 % 2023 2018 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07In addition, at any time on or prior to January 15October 1, 20182016, the Company may, at its option, Issuer may on any one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25105.5% of the principal amount thereofthereof plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of any one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 120 days of the closing of such Equity Offering. (c) At any time on or prior to October 1, 2016, the Notes may be redeemed, in whole or in part at the option of the Issuer, upon not less than 30 nor more than 60 days’ prior notice (except that redemption notices may be provided more than 60 days prior to a redemption date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), mailed by first-class mail to each holder’s registered address or, if the Notes are held through the Depositary, through the Applicable Procedures, at a redemption price equal to 100% of the principal amount of such Notes to be redeemed plus the Applicable Premium then in effect, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date of the redemption (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), with the Net Cash Proceeds of one Date that is on or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant prior to the provisions of Section 3.01 through Section 3.06 hereofredemption date) (the “Make-Whole Redemption Date”).

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January June 15, 20202025, the Company may, at its optionon any one or more occasions, redeem all or part up to 35% of the aggregate principal amount of Notes (which includes Additional Notesissued under this Indenture, if any)upon notice as provided in this Indenture, at a redemption price equal to 100107.500% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not includingexcluding, the Redemption Date date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings by the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes but excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to June 15, 2025, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at a redemption price equal to: (i) 100% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date). (c) Except pursuant to Section 3.07(a) or (b), the Notes will not be redeemable at the Company’s option prior to June 15, 2025. (d) On or after January June 15, 20202025, the Company may, at its option, may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not includingexcluding, the Redemption Date (applicable date of redemption, if redeemed during the 12-month period beginning on June 15 of the years indicated below, subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date: 2025 103.750% 2026 101.875% 2027 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, a Change of Control Offer or Asset Sale Offer), with the Net Cash Proceeds if holders of one or more Equity Offerings; provided that: (1) at least 50not less than 90% of the original in aggregate principal amount of the outstanding Notes issued under this Indenture validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender 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 nor more than 60 days’ prior notice, given not more than 30 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 (calculated after giving effect excluding any early tender or incentive fee) in such tender offer plus, to any issuance the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of Additional Notes) remains outstanding immediately after giving effect to such redemption; and. (2f) any Notice of redemption will be provided as set forth in Section 3.03 of this Indenture. (g) If the optional redemption date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest to, but excluding, the redemption date will be paid on the redemption date to the holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to holders whose Notes will be subject to redemption by the Company must be made within 120 days after the closing of such Equity OfferingCompany. (dh) 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. (i) The Company may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 3.07(e) hereof. (j) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) On or after June 1, 2015, 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 $1,000 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 an interest payment date), if redeemed during the twelve-month period beginning on June 1st of the years indicated below: 2015 103.438 % 2016 101.719 % 2017 and thereafter 100.000 % (b) In addition, at any time and from time to time prior to June 1, 2014, the Company may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price equal to 106.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). At least 65% of the aggregate principal amount of Notes (including the principal amount of any Additional Notes issued under this Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must complete such redemption no later than 180 days after the closing of the related Equity Offering. Notice of any redemption pursuant to this paragraph (b) may be given prior to the completion of the applicable Equity Offering, and any such redemption or notice may at the Company’s discretion be subject to one or more conditions precedent, including but not limited to completion of such Equity Offering. 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. (c) belowThe Notes may also be redeemed, the Notes are not redeemable before January 15in whole or in part, 2020. (a) At at any time or from time to time prior to January 15June 1, 2020, 2015 at the option of the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest and additional interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date (subject to the right of Holders holders of record on the relevant 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:. (d) The Notes may also be redeemed as set forth in Section 4.19. (e) If a transaction that would constitute a Change of Control under clause (iii) of the definition thereof occurs at any time prior to June 1) , 2012, the Company may, at least 50its option, redeem all, but not less than all, of the Notes at a redemption price equal to 110.0% of the original aggregate principal amount of the Notes issued under redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). If the Company elects to exercise this Indenture redemption right, it must furnish a redemption notice to the Trustee pursuant to Section 3.01 within 60 days following the Change of Control (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect or, at the Company’s option, prior to such redemption; and (2) any Change of Control but after the transaction giving rise to such Change of Control is publicly announced). Any such redemption by may be conditioned upon the Change of Control occurring if the notice is mailed prior to the Change of Control. If the Company must be made within 120 days after exercises the closing Change of such Equity OfferingControl redemption right, it may elect not to make the Change of Control Offer contemplated by Section 4.19 unless it defaults in payments due upon redemption. (df) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January September 15, 2020, the Company may, at its option, Issuer may on any one or more occasions redeem all or part up to 35% of the aggregate principal amount of Notes (which includes Additional Notes, if any), issued under this Indenture at a redemption price equal to 100of 107.75% of the principal amount of the Notes redeemed thereof, plus the Applicable Premium, as of, and accrued and unpaid interestinterest and Additional Interest, if any, toto but excluding the redemption date, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date, with the Net Cash Proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes (which includes issued Additional Notes, if any) issued under this Indenture (excluding Notes held by Superior Energy and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Public Equity Offering. (b) On or after January September 15, 2020, the Company may, at its option, Issuer may redeem all or a part of the NotesNotes 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 interestinterest and Additional Interest, if any, thereon on the Notes redeemed, to, but excluding, the applicable redemption date (subject to the applicable Redemption Daterights 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 January September 15 of the years indicated below: Year Percentage 2020 102.625 103.875 % 2021 101.750 101.938 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at % At any time prior to January September 15, 20182020, the Company may, at its option, on one Issuer may also redeem all or more occasions, redeem up to 40% a part of the aggregate principal amount of 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 Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) extent permitted or required by applicable DTC Procedures or regulations, sent electronically, at a redemption price of 105.25equal to 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interestinterest and Additional Interest, if any, to, but not includingexcluding, the Redemption Date (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. Unless Issuer defaults in the payment of the redemption price, with interest will cease to accrue on the Net Cash Proceeds of one Notes or more Equity Offerings; provided that:portions thereof called for redemption on the applicable redemption date. (1c) at least 50% of Except pursuant to the original aggregate principal amount of preceding paragraphs, the Notes issued under this Indenture (calculated after giving effect will not be redeemable at Issuer’s option prior to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity OfferingSeptember 15, 2020. (d) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof. The redemption price shall be determined by the Issuer.

Optional Redemption. Except as set forth in subparagraphs (a) and Except pursuant to Section 3.07(b), (c) belowor (d) or Section 4.15(e) hereof, the Notes are will not be redeemable before January 15, 2020at the Company’s option. (ab) At any time prior to January April 15, 20202016, the Company maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued hereunder at a redemption price equal to 106.75% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special 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), with an amount of cash not greater than the net cash proceeds of an Equity Offering; provided that: (1) at least 65% of the aggregate principal amount of the Notes originally issued hereunder (excluding Notes held by the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to April 15, 2017, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, toto the date of redemption, 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)interest payment date that is on or prior to the redemption date. (bd) On or after January April 15, 20202017, the Company may, at its option, may on any one or more occasions redeem all or a part of the Notes, Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interestinterest and Special Interest, if any, thereon on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January April 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with interest payment date that is on or prior to the Net Cash Proceeds of one or more Equity Offerings; provided that:redemption date: 2017 103.375 % 2018 101.688 % 2019 and thereafter 100.000 % (1e) at least 50% Unless the Company defaults in the payment of the original aggregate principal amount redemption price, or the redemption is conditioned upon the completion of an Equity Offering pursuant to clause (b) of this Section 3.07 and such offering is not so completed, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by on the Company must be made within 120 days after the closing of such Equity Offeringapplicable redemption date. (df) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January December 15, 20202023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 103.875% of the principal amount, plus accrued and unpaid interest, if any, on the Notes to be redeemed to, but excluding, the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that: (1) at least 60% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) Any redemption or notice of any redemption with the proceeds of an Equity Offering pursuant to the prior paragraph may, at its optionthe 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 December 15, 2023, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, but not includingexcluding, the Redemption Date (date of redemption, subject to the rights of Holders holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (bd) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to December 15, 2023. (e) On or after January December 15, 20202023, the Company may, at its option, may redeem all or a part of the NotesNotes 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, if any, thereon to on the Notes redeemed, to, but excluding, the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January December 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with interest payment date: Year Percentage 2023 101.938% 2024 100.969% 2025 and thereafter 100.000% Unless the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% Company defaults in the payment of the original aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by the Company must be made within 120 days on and after the closing of such Equity Offeringapplicable redemption date. (df) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowAt any time, prior to October 15, 2016, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes are issued under this Indenture at a redemption price of 109.500% of the principal amount, plus accrued and unpaid interest to, but not redeemable before January 15including, 2020the 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, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (ab) At any time prior to January October 15, 20202016, the Company may, at its option, Issuer may also redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, interest to, but not including, the Redemption Date (applicable 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. (c) Except pursuant to paragraphs (a) and (b) above, the Notes will not be redeemable at the Issuer’s option prior to October 15, 2016. The Issuer is 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. (d) On or after January October 15, 20202016, the Company may, at its option, Issuer may redeem all or a part of the NotesNotes 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 interestinterest on the Notes redeemed, if anyto, thereon to but not including, the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January October 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that:interest payment date: 2016 107.125 % 2017 102.375 % 2018 and thereafter 100.000 % (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15December 1, 20202013, the Company may, at its option, Issuer shall be entitled on any one or more occasions to redeem all or part up to 35% of the aggregate principal amount of Notes issued under the Indenture (which includes any Additional Notes, if any), ) at a redemption price equal to 100Redemption Price of 110.000% of the principal amount of the Notes redeemed thereof, plus the Applicable Premium, as of, and accrued and unpaid interestinterest thereon, if anyto the Redemption Date, towith the net cash proceeds of one or more Designated Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (which includes any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) such redemption occurs within 90 days of the date of the closing of such Designated Offering. Notice of any redemption upon any Designated Offering may be given prior to such redemption, and any such redemption or notice may, at the Issuer's discretion, be subject to one or more conditions precedent, including, but not includinglimited to, completion of the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)related Designated Offering. (b) On or after January 15December 1, 20202014, the Company may, at its option, Issuer shall be entitled to redeem all or a part of the Notes, at the redemption prices Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest and Additional Interest, if any, thereon thereon, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 December 1 of the years indicated below: Year Percentage 2020 102.625 2014 105 % 2021 101.750 2015 102.5 % 2022 100.875 % 2023 2016 and thereafter 100.000 100 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07In addition, at any time and from time to time prior to January 15December, 20182014, the Company may, may redeem all or any portion of the Notes outstanding at its option, on one or more occasions, redeem up a redemption price equal to 40(i) 100% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereofbe redeemed, plus together with accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect thereon to such redemption; and redemption date, plus (2ii) any such redemption by the Company must be made within 120 days after the closing of such Equity OfferingMake Whole Amount. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowthe following two paragraphs, the Notes are Securities shall not be redeemable before January 15at the option of the Company prior to March 1, 2020. (a) At 2011. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Year Redemption Price 2011 105.125% 2012 103.417% 2013 101.708% 2014 and thereafter 100.000% In addition, prior to January 15March 1, 20202011, the Company may, may redeem the Securities at its option, redeem all in whole at any time or in part of the Notes (which includes Additional Notesfrom time to time, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes Securities redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, interest to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date). Notwithstanding the foregoing, with at any time and from time to time on or prior to March 1, 2009, the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes issued under this Indenture Securities (calculated after giving effect to any issuance of Additional NotesSecurities), with the net cash proceeds of one or more Equity Offerings (1) remains outstanding immediately by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 110.250% of the principal amount thereof 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); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and (2) and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption by or notice may, at the Company must Company’s discretion, be made within 120 days after subject to one or more conditions precedent, including, but not limited to, completion of the closing of such related Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020, the Company mayThe Company, at its option, may redeem all or part of the Notes (which includes Additional Notes, if any)in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders any time on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15April 1, 2020, the Company may, at its option, redeem all or a part of the Notes2008, at the redemption prices (expressed as percentages of principal amount) ), set forth below plus below, together, in each case, with accrued and unpaid interestinterest thereon, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-twelve month period beginning on January 15 April 1 of the years indicated each year listed below: Year Percentage 2020 102.625 Redemption Price 2008 105.375 % 2021 101.750 2009 103.583 % 2022 100.875 2010 101.792 % 2023 2011 and thereafter 100.000 % (cb) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07foregoing, at any time prior to January 15April 1, 20182006, the Company may, at its option, on one or more occasions, may redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance with the net cash proceeds of Additional Notes) one or more Qualified Equity Offerings at a redemption price of 105.25equal to 110.75% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interestinterest thereon, if any, to, but not including, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: that (1) at least 5065% of the original aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to the occurrence of such redemption; and redemption and (2) any such the redemption by occurs within 90 days of the Company must be made within 120 days after date of the closing of any such Qualified Equity Offering. (dc) Any prepayment pursuant In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to this Section 3.07 be redeemed in compliance with the requirements of the principal national securities exchange, if any, while such Notes are listed, or if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other manner as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of less than $1,000 shall be made pursuant redeemed in part. The Notes will be redeemable in whole or in part upon not less than 30 nor more than 60 days’ prior written notice, mailed by first class mail to a Holder’s last address as it shall appear on the provisions register maintained by the Registrar of Section 3.01 through Section 3.06 hereofthe Notes. On and after any redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption unless the Company shall fail to redeem any such Note.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020[ ], the Company may, at its option, may redeem all or part up to 35% of the Notes aggregate principal amount of Securities issued under this Indenture (which includes including any Additional Notes, if any), Securities) at a redemption price equal to 100Redemption Price of [ ]% of the principal amount of the Notes redeemed thereof, plus the Applicable Premium, as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, thereon to the Redemption Date (Date, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date)., with the Net Cash Proceeds of one or more Public Equity Offerings; provided that: (b1) at least 65% of the aggregate principal amount of Securities issued under the Indenture (including any Additional Securities) remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company or its Affiliates); and (2) the redemption must occur within 60 days of the date of the closing of such Public Equity Offering. On or after January 15, 2020[ ], the Company may, at its option, may redeem all or a part of the NotesSecurities, at the redemption prices Redemption Prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interestinterest and Additional Interest, if any, thereon thereon, to the applicable Redemption Date, subject to the rights of Holders of the Securities 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: Year Percentage 2020 102.625 [ ] [ ] % 2021 101.750 [ ] [ ] % 2022 100.875 [ ] [ ] % 2023 [ ] and thereafter 100.000 % (c) Notwithstanding the provisions % Not more than once during each twelve-month period ending on [ ] of subparagraphs (a) [ ], [ ], [ ], [ ] and (b) of this Section 3.07, at any time prior to January 15, 2018[ ], the Company may, at its option, on one or more occasions, may redeem up to 40% of the aggregate $50 million in principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) Securities in each such twelve-month period, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 105.25equal to 103% of the principal amount thereofof the Securities redeemed, plus accrued and unpaid interest, if any, toto the date of redemption (subject to the rights of Holders of the Securities on the relevant record date to receive interest on the relevant Interest Payment Date). In addition, but not includingat any time prior to [ ], the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs (ab) and or (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020of this Paragraph 5, the Company may, at its option, will not have the option to redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal prior to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January April 15, 20202015. Thereafter, the Company may, at its option, will have the option to redeem all or a part of the Notes, in whole or in part, 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, thereon on the Notes to be redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January 15 August 1 of the years indicated below: Year Percentage 2020 102.625 2015 104.625 % 2021 101.750 2016 102.313 % 2022 100.875 % 2023 2017 and thereafter 100.000 % (cb) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time prior to January April 15, 20182014, the Company may, at its option, may on one or more occasions, occasions redeem up to 40% Notes with all or a portion of the aggregate principal amount net cash proceeds of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) one or more Equity Offerings at a redemption price of 105.25equal to 109.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject thereon to the 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 one or more Equity Offeringsapplicable redemption date; provided that: (1) that at least 5065% of the original aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any the occurrence of such redemption (excluding Notes held by the Company must be made and its Affiliates) and that such redemption occurs within 120 90 days after of the date of the closing of such Equity Offering. (dc) Any prepayment pursuant At any time or from time to this Section 3.07 shall time prior to April 15, 2015, the Company, at its option, may redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, together with accrued and unpaid interest thereon, if any, to the redemption date. The Company may provide that payment of such redemption price may be made pursuant to by, and performance of the provisions obligations in respect of Section 3.01 through Section 3.06 hereofsuch redemption may be performed by, another Person.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January April 15, 20202028, the Company may, at its option, Issuer may redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 10 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, Premium as of, and accrued and unpaid interest, if any, to, to but not includingincluding the date of redemption (the “Redemption Date”), 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 Date). (b) On or after January Prior to April 15, 20202028, the Company Issuer may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the sum of the aggregate principal amount of the all Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25equal to 104.375% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, to but not includingincluding the applicable Redemption Date, the Redemption 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), with the Net Cash Proceeds net cash proceeds of one or more Equity OfferingsOfferings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that: (1) that at least 50% of the original sum of the aggregate principal amount of the Notes originally issued under this Indenture and any Additional Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains the Issue Date remain outstanding immediately after giving effect to such redemption; and (2) any the occurrence of each such redemption by and each such redemption occurs within 90 days of the Company must be made within 120 days after the date of closing of each such Equity Offering. (c) Except pursuant to clause (a) or (b) of this Section 3.06, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2028. (d) On or after April 15, 2028, the Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, 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 April 15 of each of the years indicated below: Year Percentage 2028 102.18750% 2029 101.09375% 2030 and thereafter 100.00000% (e) Any prepayment redemption pursuant to this Section 3.07 3.06 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 3.05 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) On or after October 1, 2014, 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 $1,000 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 an interest payment date), if redeemed during the twelve-month period beginning on October 1st of the years indicated below: 2014 104.375 % 2015 102.1875 % 2016 and thereafter 100.00 % (b) In addition, at any time and from time to time prior to October 1, 2013, the Company may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price equal to 108.750% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). At least 65% of the aggregate principal amount of Notes (including the principal amount of any Additional Notes issued under this Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must complete such redemption no later than 180 days after the closing of the related Equity Offering. Notice of any redemption pursuant to this paragraph (b) may be given prior to the completion of the applicable Equity Offering, and any such redemption or notice may at the Company’s discretion be subject to one or more conditions precedent, including but not limited to completion of such Equity Offering. 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. (c) belowThe Notes may also be redeemed, the Notes are not redeemable before January 15in whole or in part, 2020. (a) At at any time or from time to time prior to January 15October 1, 2020, 2014 at the option of the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest and additional interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date (subject to the right of Holders holders of record on the relevant 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: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) The Notes may also be redeemed as set forth in Section 4.19. (e) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15June 1, 20202012, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders Issuers may on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 105.25109.375% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, to, but not including, 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 relevant Interest Payment Redemption Date), with the Net Cash Proceeds net cash proceeds of one or more Equity OfferingsOfferings by Regency Energy Partners; provided that: (1) at least 5065% of the original aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture (calculated after giving effect to any issuance of Additional Notesexcluding Notes held by Regency Energy Partners and its Subsidiaries) remains outstanding immediately after giving effect to the occurrence of such redemption; and (2) any such the redemption by occurs within 90 days of the Company must be made within 120 days after date of the closing of such Equity Offering. (b) 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 1, 2013. (c) On or after June 1, 2013, the Issuers 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 Liquidated Damages, if any, on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on June 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 2013 104.688% 2014 102.344% 2015 100.000% Unless the Issuers default in the payment of the redemption price, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (d) At any time prior to June 1, 2013, 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 Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject to the rights 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. (e) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) On and (c) belowafter March 1, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 20202023, the Company may, at its option, redeem all or part of shall have the Notes (which includes Additional Notes, if any), at a redemption price equal option to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, redeem all or a part portion of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest thereon, if any, thereon on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January 15 March 1 of the years indicated below: Year Percentage 2020 102.625 2023 102.250 % 2021 101.750 2024 101.125 % 2022 100.875 % 2023 2025 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January 15March 1, 20182023, the Company may, at its option, on any one or more occasionsoccasions redeem Notes (which includes Additional Notes, redeem up if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture at a redemption price equal to 104.50% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date with the net cash proceeds of one or more Equity Issuances; provided that: (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of such redemption (calculated after giving effect unless all Notes are redeemed concurrently); and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Issuance. (c) At any time prior to any issuance March 1, 2023, all or part of Additional Notes) the Notes may also be redeemed at the option of the Company, at a redemption price equal to 100% of 105.25the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to the date of redemption (the “Redemption Date”). (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company (or a third party making such Change of Control Offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or the third-party offeror, as applicable, will have the right at any time prior to the Stated Maturity of the Notes, upon not less than 10 nor more than 60 days’ prior notice, to redeem (in the case of the Company) or purchase (in the case of a third-party offeror) all of the Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right date 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 one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowThe Senior Subordinated Notes will not be subject to redemption at the option of the Company prior to August 1, 2003. Thereafter, the Senior Subordinated Notes are not redeemable before January 15, 2020. (a) At will be subject to redemption at any time prior to January 15, 2020, at the Company may, at its option, redeem all or part option of the Notes (which includes Additional NotesCompany, if any)in whole or in part, 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 upon not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, redeem all or a part of the Notesless 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 interestinterest and Liquidated Damages thereon, if any, thereon to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January 15 August 1 of the years indicated below: Year Percentage 2020 102.625 YEAR PERCENTAGE 2003 104.125% 2021 101.750 2004 102.750% 2022 100.875 2005 101.375% 2023 2006 and thereafter 100.000 100.000% (cb) Notwithstanding the provisions of subparagraphs clause (a) and (b) of this Section 3.07, at any time prior to January 15during the first 36 months after August 5, 20181998, the Company may, at its option, may on any one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Senior Subordinated Notes issued under this Senior Subordinated Note Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25108.250% of the principal amount thereof, plus in such case accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)redemption date, with the Net Cash Proceeds net cash proceeds of one or more any Public Equity OfferingsOffering; provided that: (1) that at least 5065% of the original aggregate principal amount of the Senior Subordinated Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains remain outstanding immediately after giving effect to such redemption; and (2) any the occurrence of such redemption (excluding Senior Subordinated Notes held by the Company must be made and its Subsidiaries); and provided, further, that such redemption shall occur within 120 90 days after of the date of the closing of such Public Equity Offering. (dc) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs subparagraph (a) and b), (c) below, the Notes are not redeemable before January 15, 2020. or (ad) At any time prior to January 15, 2020of this Paragraph 5, the Company may, at its option, will not have the option to redeem all or part of the Notes (which includes Additional Notesprior to May 1, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2015. On or after January 15May 1, 20202015, the Company may, at its option, may redeem all or a part of the NotesNotes upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 May 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 2020 102.625 2015 105.906 % 2021 101.750 2016 103.938 % 2022 100.875 2017 101.969 % 2023 2018 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time after the Escrow Termination Date and prior to May 1, 2015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (minus, if the Acquisition has not occurred, the Redeemable Notes Amount), upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date, in an amount not to exceed the net cash proceeds received by the Company from one or more Equity Offerings of the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of a concurrent Equity Offering of Parent or any direct or indirect parent company of the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding (a) if the Acquisition has not occurred, the Redeemable Notes Amount and (b) Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time and from time to time after March 1, 2013 and prior to January 15May 1, 20182015, but not more than once in any twelve-month period (the first of which such periods will begin on March 1, 2013), the Company maymay redeem, at its optionin each such twelve-month period, on one or upon not less than 30 nor more occasionsthan 60 days’ prior notice, redeem up to 4010% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) minus, if the Acquisition has not occurred, the Redeemable Notes Amount), at a redemption price of 105.25103% of the principal amount thereofof the Notes redeemed, plus any accrued and unpaid interest, if any, to, but not including, to the Redemption Date applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the Net Cash Proceeds of one or more Equity Offerings; provided that:. (d) At any time prior to May 1) , 2015, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at least 50a redemption price equal to 100% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by redeemed, plus the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant Applicable Premium as of, and accrued and unpaid interest, if any, to the provisions Redemption Date, subject to the rights of Section 3.01 through Section 3.06 hereofHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January April 15, 20202015, the Company mayIssuer may redeem the Notes in whole or in part, at its their option, redeem all upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or part 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 Notes (which includes Additional Notes, if any)Register, at a redemption price equal to 100% of the principal amount of the such Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, toto but excluding the date of redemption (the “Redemption Date”), but not including, the Redemption Date (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (b) At any time and from time to time prior to April 15, 2015, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to 104.250% 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 this Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) On or after January 15, 2020within ninety (90) days of the Escrow Release Date, the Company mayIssuer may redeem an amount of the Notes equal to the aggregate principal amount of the Non-refinanced Notes that remain outstanding on the Escrow Release Date less the aggregate principal amount of any reduction to the commitments of the Credit Facilities under the Credit Agreement as a result of any Non-refinanced Notes that remain outstanding on the Escrow Release Date pursuant to the terms of the debt financing commitments, upon not less than thirty (30) nor more than sixty (60) days’ prior notice at its option, redeem all or a part redemption price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date of the Notes up to, but not including, the date of such redemption. (d) Except pursuant to clauses (a), (b) and (c) of this Section 5.7, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2015. (e) At any time and from time to time on or after April 15, 2015, the Issuer may redeem the Notes in whole or in part, upon not less than 30 nor more than 60 days’ notice by electronic delivery or 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 Notes Register at a redemption prices (expressed as percentages price equal to the percentage of principal amount) amount set forth below plus accrued and unpaid interest, if any, thereon on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January April 15 of the years year indicated below: Year Percentage 2020 102.625 2015 102.1250 % 2021 101.750 2016 101.0625 % 2022 100.875 % 2023 2017 and thereafter 100.000 100.0000 % (cf) Notwithstanding Unless the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, Issuer defaults in the Company may, at its option, on one or more occasions, redeem up to 40% payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a or portions thereof called for redemption price of 105.25% of the principal amount thereof, 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 record date to receive interest due on the relevant Interest Payment applicable Redemption Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (dg) Any prepayment redemption pursuant to this Section 3.07 5.7 shall be made pursuant to the provisions of Section 3.01 Sections 5.1 through Section 3.06 hereof5.6.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15November 1, 20202015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 108.75% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, 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), with net cash proceeds of one or more Equity Offerings of Parent (to the extent such proceeds are contributed to the Company’s common equity capital); 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 but including any Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. Notice of any redemption upon an Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at its optionthe Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (b) At any time prior to November 1, 2015, the Company may also redeem all or a part of the Notes (which includes Additional Notes, upon not less than 15 nor more than 60 days’ notice electronically transmitted (except that redemption notices may be mailed more than 60 days prior to a redemption date if any)the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture) or 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 redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (bc) Except pursuant to the preceding paragraphs and Section 3.10(e) of the Indenture, the Notes will not be redeemable at the Company’s option prior to November 1, 2015. (d) On or after January 15November 1, 20202015, the Company may, at its option, may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, thereon to on the Notes redeemed, to, but not including, the applicable Redemption Datedate of redemption, if redeemed during the twelve-month period beginning on January 15 November 1 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date: 2015 106.5625% 2016 104.3750% 2017 102.1875% 2018 and thereafter 100.0000% In connection with any redemption of Notes, with any such redemption may, at the Net Cash Proceeds of Company’s discretion, be subject to one or more Equity Offerings; provided that: (1) at least 50% conditions precedent. Unless the Company defaults in the payment of the original aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by on the Company must be made within 120 days after the closing of such Equity Offeringapplicable redemption date. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs clauses (b), (c) and (d) of this Paragraph 5, the Notes shall not be redeemable at the option of the Company prior to June 1, 2024. Starting on that date, the Company may at any time at its option redeem all or any portion of the Notes, at once or from time to time, after giving the required notice under the Indenture. The Notes may be redeemed at the redemption prices (expressed as percentages of principal amount) set forth below, in cash, plus accrued and unpaid interest, if any, to, but not including, the applicable 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), if redeemed during the twelve-month period commencing on June 1 of the years indicated below: 2024 102.625% 2025 101.313% 2026 and thereafter 100.000% (b) Notwithstanding clause (a) and (c) belowof this Paragraph 5, the Notes are not redeemable before January 15, 2020. (a) At at any time prior to January 15June 1, 20202024, the Company may, may at its option, option on any one or more occasions redeem all or part up to 40% of the original principal amount of the Notes issued under the Indenture at a redemption price (which includes Additional Notesexpressed as a percentage of principal amount) equal to 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes redeemed to, but not including the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of one or more Equity Offerings, provided that at least 60% of the aggregate principal amount of the Notes initially issued under the Indenture remains outstanding immediately after the occurrence of the redemption (excluding Notes held by the Company and its Subsidiaries); provided, further, that the redemption shall occur within 180 days of the date of the closing of the Equity Offering upon not less than 10 nor more than 60 days’ notice. (c) Notwithstanding clause (a) of this Paragraph 5, at any time, from time to time, prior to June 1, 2024, the Company may at its option redeem the Notes, in whole or in part after giving the required notice under the Indenture, in cash, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, to, to but not including, including the Redemption Date (subject to the rights right of the Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date). (bd) On or after January 15Notwithstanding the foregoing, 2020, the Company may, at its option, redeem all or a part of in connection with any tender offer for the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestincluding any offer to purchase Notes, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 Holders of the years indicated below: Year Percentage 2020 102.625 not less than 90% 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the in aggregate principal amount of the outstanding Notes issued under this Indenture validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such Purchase Date, to redeem (calculated after giving effect with respect to any issuance of Additional Notesthe Company) or repurchase (with respect to a third party) all Notes that remain outstanding following such purchase at a redemption price equal to the greater of 105.25% of (i) the principal amount thereofhighest price offered to any other holder in such tender offer or other offer to purchase which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest and (ii) par, plus accrued and unpaid interest, if any, thereon, to, but not including, the applicable Redemption Date (or Purchase Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant Interest Payment interest payment date falling on or prior to the Redemption Date or Purchase Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (de) Any prepayment pursuant to this Section 3.07 paragraph shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereofof the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) Except as described below under clauses 5(b) and (c) below5(c), the Notes are will not be redeemable at the Company’s option before January 15July 1, 20202026. (ab) At any time prior to January 15July 1, 20202026, upon not less than 10 nor more than 60 days’ prior notice delivered in accordance with the procedures of DTC if the Notes are in global form or otherwise mailed by first-class mail to each Holder’s registered address, the Company may, at its option, may redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium, Premium as of, and plus accrued and unpaid interest, if any, to, but not including, the Redemption Date redemption date (subject to the rights right of Holders on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January 15July 1, 20182026, the Company may, at its option, may on any one or more occasions, occasions redeem up to 40% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 105.25107.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date redemption date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the aggregate original aggregate principal amount of the Notes issued under this the Indenture issued on the Issue Date (calculated after giving effect to excluding Notes held by the Company or any issuance of Additional Notesits Subsidiaries) remains outstanding immediately after giving effect to each such redemption; and (2) any such the redemption by the Company must be made occurs within 120 180 days after the closing of such Equity Offering. (d) On and after July 1, 2026, the Company may, at its option, redeem all or, from time to time, a part of the Notes upon not less than 10 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below: 2026 103.750% 2027 101.875% 2028 and thereafter 100.000% (e) Any prepayment redemption pursuant to this Section 3.07 paragraph 5 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereofof the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15February 1, 20202019, the Company maymay on one or more occasions redeem up to 35% of the aggregate principal amount of 2022 Notes (including Additional 2022 Notes) issued under this Indenture at a redemption price of 106.250% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided, however, that: (1) at least 65% of the aggregate principal amount of 2022 Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding 2022 Notes held by Icahn Enterprises and its optionSubsidiaries (including any Guarantor)); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 1, 2019, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional 2022 Notes, if any)upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the 2022 Notes redeemed redeemed, plus the Applicable Premium, 2022 Notes Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, toto the applicable date of redemption, but not including, the Redemption Date (subject to the rights of Holders of 2022 Notes on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (c) Except pursuant to clauses (a) or (b) of this Section 3.07, the 2022 Notes will not be redeemable at the Company’s option prior to February 1, 2019. (d) On or after January 15February 1, 20202019, the Company may, at its option, may on any one or more occasions redeem all or a part of the 2022 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 below, plus accrued and unpaid interestinterest and Special Interest, if any, thereon on the 2022 Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the twelve-month period beginning on January 15 February 1 of the years indicated below, subject to the rights of Holders of 2022 Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2019 103.125 % 2020 102.625 101.563 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the 2022 Notes or portions thereof called for redemption on the applicable redemption date. (ce) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January 15February 1, 20182020, the Company may, at its option, may on one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the 2024 Notes (including Additional 2024 Notes) issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25106.750% of the principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, toto the redemption date, but not includingwith the net cash proceeds of one or more Equity Offerings; provided, however, that: (1) at least 65% of the aggregate principal amount of 2024 Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding 2024 Notes held by Icahn Enterprises and its Subsidiaries (including any Guarantor)); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (f) At any time prior to February 1, 2020, the Redemption Date (Company may on any one or more occasions redeem all or a part of the 2024 Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the 2024 Notes redeemed, plus the Applicable 2024 Notes Premium as of, and accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the right rights of Holders of record 2024 Notes on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (g) Except pursuant to clauses (e) or (f) of this Section 3.07, with the Net Cash Proceeds of 2024 Notes will not be redeemable at the Company’s option prior to February 1, 2020. (h) On or after February 1, 2020, the Company may on any one or more Equity Offerings; provided that: (1) at least 50% occasions redeem all or a part of the original aggregate 2024 Notes, upon not less than 30 nor more than 60 days’ notice at the redemption prices (expressed as percentages of principal amount amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the 2024 Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 1 of the years indicated below, subject to the rights of Holders of 2024 Notes issued under this Indenture (calculated after giving effect on the relevant record date to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by receive interest on the relevant interest payment date: Year Percentage 2020 103.375 % 2021 101.688 % 2022 and thereafter 100.000 % Unless the Company must be made within 120 days after defaults in the closing payment of such Equity Offeringthe redemption price, interest will cease to accrue on the 2024 Notes or portions thereof called for redemption on the applicable redemption date. (di) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. a. Except as set forth in subparagraphs (ab) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 2020of this Paragraph 5, the Company may, at its option, will not have the option to redeem all or part of the Notes (which includes Additional Notesprior to March 1, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) 2007. On or after January 15March 1, 20202007, the Company may, at its option, will have the option to redeem all or a part of the NotesNotes 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 interestinterest and Liquidated Damages, if any, thereon on the Notes redeemed, to the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January 15 March 1 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 2020 102.625 2007 102.000 % 2021 101.750 2008 101.000 % 2022 100.875 % 2023 2009 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. (c) b. Notwithstanding the provisions of subparagraphs subparagraph (a) and (b) of this Section 3.07Paragraph 5, at any time prior to January 15March 1, 20182007, the Company may, at its option, may on any one or more occasions, occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25100% of the principal amount thereof, plus the LIBOR Rate in effect on the date of the redemption notice, plus 5.0%, plus accrued and unpaid interestinterest and Liquidated Damages, if any, toon the Notes to be redeemed, but not includingto the applicable redemption date, with all or a portion of the net cash proceeds of an Qualified Equity Offering of the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of a Qualified Equity Offering of Bear Creek Holdings Inc., the Redemption Date Company’s parent; provided that at least 65% 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 redemption and that the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests or contribution. c. At any time prior to March 1, 2007, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, on the notes to be redeemed, to the date of redemption, subject to the right rights of Holders holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offeringinterest payment date. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (a) At any time prior to January 15, 20202021, the Company maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more equity offerings, subject to the rights of holders of the Notes 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 originally issued under this Supplemental Indenture (excluding Notes held by the Company and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to January 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any)upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, Premium as of, and accrued and unpaid interest, if any, toto the applicable date of redemption, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date. (bc) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2023. (d) On or after January 15, 20202023, the Company may, at its option, may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, thereon on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that:interest payment date: 2023 102.875 % 2024 101.917 % 2025 100.958 % 2026 and thereafter 100.000 % (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (de) Any prepayment redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth below in subparagraphs (a) and (c) belowthis Section 3.7, the Notes are shall not be redeemable before January 15, 2020by the Company. (a) At The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at any time prior to January September 15, 2020, the Company may, at its option, redeem all or part of the Notes (which includes Additional Notes, if any)2013, at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium, Premium as of, and accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to, but not including, the applicable date of redemption of the Notes (“Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date”). (b) On The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at any time on or after January September 15, 2020, the Company may, at its option, redeem all or a part of the Notes2013, at the following redemption prices (expressed as percentages of the principal amount) set forth below plus if redeemed during the 12-month period commencing September 15 of the years indicated below, in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the corresponding Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 2013 104.000% 2021 101.750 2014 102.000% 2022 100.875 % 2023 2015 and thereafter 100.000 100.000% (c) Notwithstanding the provisions of subparagraphs clause (a) and (b) of this Section 3.073.7, at any time or from time to time prior to January September 15, 20182012, upon any sale of the Company maycommon stock of the Company, at its option, on one or more occasions, redeem up to 4035% of the aggregate principal amount of the Notes originally issued under this Indenture (calculated after giving effect on the Issue Date may be redeemed at the option of the Company within 90 days of such sale, on not less than 10 days’, but not more than 60 days’ prior notice to any issuance each Holder of Additional Notes) the Notes to be redeemed, with cash from the Net Cash Proceeds of such sale, at a redemption price of 105.25equal to 108.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date thereof (subject to the right of Holders of record on the relevant record date a Record Date to receive the corresponding interest (and the corresponding Liquidated Damages, if any) due on the relevant Interest Payment Date that is on or prior to such Redemption Date)) together with accrued and unpaid interest and Liquidated Damages, with the Net Cash Proceeds of one or more Equity Offeringsif any, thereon to such Redemption Date; provided that: (1) at least 50that immediately following such redemption not less than 65% of the original aggregate principal amount of the Notes originally issued under pursuant to this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offeringremain outstanding. (d) Any prepayment redemption pursuant to this Section 3.07 3.7 shall be made pursuant to the provisions of Section 3.01 Sections 3.1 through Section 3.06 3.6 hereof.

Optional Redemption. Except (a) Other than as set forth in subparagraphs below (a) and (c) including paragraph 6 below), the Notes are not redeemable before January 15, 2020prior to maturity. (ab) At any time prior to January May 15, 2020, the Company may, at its option, may on any one or more occasions redeem all or part up to 35% of the aggregate principal amount of the Notes (which includes calculated after giving effect to any issuance of Additional Notes, if any)) outstanding under the Supplemental Indenture, at a redemption price equal to 100105.375% of the principal amount of the Notes redeemed to be redeemed, plus the Applicable Premium, as of, and accrued and unpaid interest, if any, interest to, but not including, the Redemption Date redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (subject 1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under the rights Supplemental Indenture remains outstanding immediately after the occurrence of Holders on such redemption (excluding notes held by the relevant record Company and its subsidiaries); and (2) the redemption must occur within 90 days of the date to receive interest due on of the relevant Interest Payment Date)closing of such Equity Offering. (bc) On or after January May 15, 20202022, the Company may, at its option, may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest thereon, if any, thereon to to, but not including, the applicable Redemption Dateredemption date, if redeemed during the twelve-month period beginning on January May 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 % (cd) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at At any time prior to January May 15, 20182022, the Company may, at its option, on one may also redeem all or more occasions, redeem up to 40% of the aggregate principal amount a part of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25equal to 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date (Date”), subject to the right rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (de) Any prepayment redemption pursuant to this Section 3.07 paragraph 5 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereofof the Base Indenture. (f) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the The Notes are not redeemable before January at the Company’s option prior to May 15, 2020. (a) 2016, as described in this Section 5. At any time prior to January May 15, 20202012, the Company may, at its option, may redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem occasions up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional NotesSecurities) issued under the Indenture at a redemption price of 105.25107.375% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by OI Inc. to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock (other than Disqualified Stock) of the Company; provided that: (1) at least 60% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Securities) issued under the Indenture remains outstanding immediately after the occurrence of such redemption of Notes (excluding Notes held by OI Inc. and its Subsidiaries); and (2) the redemption must occur within 60 days of the date of the closing of such Equity Offering. At any time prior to May 15, 2016, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, 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 at the redemption date (in each case, discounted from the applicable scheduled payment date) of (1) 100% of the principal amount of the Notes to be redeemed plus (2) the remaining scheduled payments of interest from the redemption date through maturity (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate (determined on the second Business Day immediately preceding the date of redemption) plus 50 basis points, plus, in either case, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Redemption Date date of redemption (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the Notes on the relevant Interest Payment Date), with the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50% of the original aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such redemption by the Company must be made within 120 days after the closing of such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) belowthe following two paragraphs, the Notes are Securities shall not be redeemable before January 15at the option of the Issuers prior to August 1, 2020. (a) At 2011. Thereafter, the Securities shall be redeemable at the option of the Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on August 1 of the years set forth below: 2011 104.438 % 2012 102.219 % 2013 and thereafter 100.000 % In addition, prior to January 15August 1, 20202011, the Company may, Issuers may redeem the Securities at its option, redeem all in whole at any time or in part of the Notes (which includes Additional Notesfrom time to time, if any)upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes Securities redeemed plus the Applicable Premium, Premium as of, and accrued and unpaid interest and additional interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2020, the Company may, at its option, 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, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date). Notwithstanding the foregoing, with at any time and from time to time on or prior to August 1, 2009, the Net Cash Proceeds of one or more Equity Offerings; provided that: (1) at least 50Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes issued under this Indenture Securities (calculated after giving effect to any issuance of Additional NotesSecurities), with the net cash proceeds of one or more Equity Offerings (1) remains outstanding immediately by the Issuers or (2) by any direct or indirect parent of the Issuers, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuers or used to purchase Capital Stock (other than Disqualified Stock) of the Issuers from it, at a redemption price equal to 108.875% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and (2) and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption by or notice may, at the Company must Issuers’ discretion, be made within 120 days after subject to one or more conditions precedent, including, but not limited to, completion of the closing of such related Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before January 15, 2020. (ai) At any time prior to January May 15, 20202013, the Company may, at its option, may on any one or more occasions redeem all or part up to 35% of the aggregate principal amount of Notes (which includes Additional Notesissued under the Indenture, if any)upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100111.750% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium, as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the Redemption Date (subject to the rights redemption date with the net cash proceeds of Holders on an Equity Offering by the relevant record 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 to receive interest due on of the relevant Interest Payment Date)closing of such Equity Offering. (bii) On or after January May 15, 20202014, the Company may, at its option, 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’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interestinterest and Additional Interest, if any, thereon on the Notes redeemed, to the applicable Redemption Datedate of redemption, if redeemed during the twelve-month period beginning on January May 15 of the years indicated below: Year Percentage 2020 102.625 % 2021 101.750 % 2022 100.875 % 2023 and thereafter 100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to January 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right rights of Holders of record on the relevant regular record date to receive interest due on the relevant Interest Payment Dateinterest payment date that is on or prior to the applicable date of redemption: 2014 105.875 % 2015 102.938 % 2016 and thereafter 100.000 % Except pursuant to paragraph 5(a), with the Net Cash Proceeds of one Notes are not redeemable at the Company’s option prior to May 15, 2014. The Company is not, however, prohibited under the Indenture from acquiring the Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or more Equity Offerings; provided that: (1) at least 50% otherwise so long as such acquisition does not otherwise violate the terms of the original aggregate principal amount Indenture. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to such redemption; and (2) any such or portions thereof called for redemption by on the Company must be made within 120 days after the closing of such Equity Offeringapplicable redemption date. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.