Common use of Optional Redemption Clause in Contracts

Optional Redemption. Prior to May 1, 2007, the Notes will be redeemable, in whole, at any time, or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior to May 1July 15, 20072034 (the “Par Call Date”), the Notes will be redeemableCompany may redeem the Securities at its option, in whole, at any time, whole or in part, at any time or from time to time, at a redemption price (expressed as a (a) the option sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date), on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points (0.200%) less than 30 nor more than 60 days' notice (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereofof the Securities being redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if redeemed during the twelve-month period beginning on May 1, absent manifest error. Notice of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee mailed or electronically delivered (or otherwise transmitted in compliance accordance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail Depositary’s procedures) at least 30 10 days but not more than 60 days before the redemption date to each Holder of Notes Securities to be redeemed. In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed at its registered address. Notices of redemption may not be conditionalin part. If any Note Security is to be redeemed in part only, the notice of redemption that relates to such Note shall the Security will state the portion of the principal amount thereof of the Security to be redeemed. A new Note Security in a principal amount equal to the unredeemed portion thereof of the Security will be issued in the name of the Holder thereof of the Security upon surrender for cancellation of the original NoteSecurity. Notes called for For so long as the Securities are held by DTC (or another Depositary), the redemption become due of the Securities shall be done in accordance with the policies and procedures of the Depositary. Unless the Company defaults in payment of the redemption price, on the date fixed for redemption. On and after the redemption date, date interest and Liquidated Damages, if any, will cease to accrue on Notes the Securities or portions of them thereof called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior to May (1, 2007) Except as set forth in clause (2) below, the Notes will shall be redeemable, redeemable in whole, whole at any time, time or in part, part from time to time, at the option of Company’s option, prior to the Issuers upon not less than 30 nor more than 60 days' notice Par Call Date, at a redemption price as calculated by the Company equal to the sum of greater of: (a) 100% of the principal amount thereofof the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1to, 2007but excluding, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option date of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices redemption. (expressed as percentages of principal amount3) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices Notice of redemption shall be mailed by first class mail sent at least 30 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that relates to such Note shall state the portion payment will be made upon presentation and surrender of the principal amount thereof Notes to be redeemed. A new Note in principal amount equal to Unless the unredeemed portion thereof will be issued Company defaults in the name payment of the Holder thereof upon cancellation of the original Note. redemption price, interest will cease to accrue on any Notes that have been called for redemption become due on at the date fixed for redemptionredemption date. On and after If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, interest and Liquidated Damages, if any, cease to accrue on the particular Notes or portions of them called thereof for redemption (unless from the Issuers fail outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to redeem such Notes)calculate any redemption price or premium.

Optional Redemption. Prior to May (1, 2007) Except as set forth in clause (2) below, the Notes will shall be redeemable, redeemable in whole, whole at any time, time or in part, part from time to time, at the option of Company’s option, prior to the Issuers upon not less than 30 nor more than 60 days' notice Par Call Date, at a redemption price as calculated by the Company equal to the sum of greater of: (a) 100% of the principal amount thereofof the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1to, 2007but excluding, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option date of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices redemption. (expressed as percentages of principal amount3) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices Notice of redemption shall be mailed by first class mail sent at least 30 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that relates to such Note shall state the portion payment will be made upon presentation and surrender of the principal amount thereof Notes to be redeemed. A new Note in principal amount equal to Unless the unredeemed portion thereof will be issued Company defaults in the name payment of the Holder thereof upon cancellation of the original Note. redemption price, interest will cease to accrue on any Notes that have been called for redemption become due on at the date fixed for redemptionredemption date. On and after If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, interest and Liquidated Damages, if any, cease to accrue on the particular Notes or portions of them called thereof for redemption (unless from the Issuers fail outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to redeem such Notes)calculate any redemption price or premium.

Optional Redemption. Prior (a) Except pursuant to May 1, 2007Section 3.07(d) or (e) of the Indenture, the Notes will not be redeemableoptionally redeemable by the Company; provided, in wholehowever, at the Company may acquire the Notes by means other than an optional redemption. (b) At any time, or in part, time and from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' ’ notice to the Holders, the Company may redeem some or all of the Notes at a price calculated by the Company of 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date). (c) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 of the Indenture), at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon to, but excluding, the redemption date, premium, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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 Damagesall Additional Amounts, if any, thereon then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the redemption dateterms and conditions thereof, if redeemed during which the twelve-month period beginning Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on May 1or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder). Notwithstanding the foregoing, the Company may not redeem the Notes are under this provision if a Relevant Taxing Jurisdiction changes and the Company is obligated to be redeemed pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at any timethe time the latter became a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, selection no such notice of Notes for redemption will be made by given (a) earlier than 90 days prior to the Trustee in compliance with the requirements of the principal national securities exchange, if any, earliest date on which the Notes are listed orCompany or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes are not so listedor the relevant Note Guarantee, on a pro rata basis, by lot or by such method as the Trustee shall deem fair case may be, were then due and appropriate; provided that no Notes (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. (d) Except for redemption pursuant to clause (c) above, notices of $1,000 or less shall optional redemption will be redeemed in part. Notices of redemption shall be mailed by first class mail given at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices in accordance with Section 12.02 of the Indenture, except that (x) redemption notices may not be conditional. If any Note is given more than 60 days prior to be redeemed in part only, a redemption date if the notice of redemption that relates to such Note shall state the portion is issued in connection with a defeasance of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name Notes or a satisfaction and discharge of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Indenture.

Optional Redemption. Prior (a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to May 1, 2007the Notes. (b) Except as provided in Section 3.04 below, the Notes will shall not be redeemableredeemable by the Company at its option prior to July 31, 2026 (the “Notes Par Call Date”). (c) The Notes shall be redeemable in whole, at any time, whole or in part, at any time and from time to time, at the Company’s option of the Issuers upon not less than 30 nor more than 60 days' notice (i) on or after July 31, 2026 and prior to July 31, 2027, at a redemption price equal to the sum of 100102% of the their principal amount thereofamount, plus accrued and unpaid interest and Liquidated Damagesto, if anybut excluding, thereon to the redemption date and the Make-Whole Amount of redemption, (as defined in the Indenture). On ii) on or after May 1July 31, 20072027 and prior to July 31, the Notes will be redeemable in whole2028, at any time or in part, from time a price equal to time, at the option 101% of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of their principal amount) set forth below , plus accrued and unpaid interest to, but excluding, the date of redemption, and Liquidated Damages(iii) on or after July 31, if any, thereon 2028 and prior to the Maturity Date, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. (d) In each case, redemption date, if redeemed during shall be upon notice not fewer than ten (10) days and not more than sixty (60) days prior to the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% Redemption Date. If less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, selection of Notes for redemption will be made selected not more than forty-five (45) days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listedTrustee’s reasonable determination, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no the unredeemed portion of the principal amount of any Notes of $1,000 or less shall will be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may an authorized denomination (which will not be conditionalless than the minimum authorized denomination) for such Notes. If The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note is to be redeemed in part onlyNotes selected for partial redemption, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note Beneficial interests in principal amount equal to the unredeemed portion any Notes or portions thereof will be issued called for redemption that are registered in the name of the Holder thereof Depositary or its nominee will be selected by the Depositary in accordance with the Depositary’s applicable procedures. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon cancellation an Officer’s Certificate delivered by the Company that specifies any redemption price. (e) Unless the Company defaults on the payment of the original Note. Notes called for redemption become due price, on the date fixed for redemption. On and after the redemption dateRedemption Date, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior (a) [Intentionally Omitted] (b) Except pursuant to May 1, 2007Section 3.07(d) or (e), the Notes will not be redeemableoptionally redeemable by the Company; provided, in wholehowever, at the Company may acquire the Notes by means other than an optional redemption. (c) [Intentionally Omitted] (d) At any time, or in part, time and from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' ’ notice to the Holders, the Company may redeem some or all of the Notes at a price calculated by the Company of 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date). (e) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03), at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon to, but excluding, the redemption date, premium, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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 Damagesall Additional Amounts, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 then due and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption which will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor Person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another Person organized or resident in the same jurisdiction) first makes a payment on the Notes. In the case of Additional Amounts required to be paid as a result of the Company conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption datewill be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, interest and Liquidated Damages, would be obliged to make such payment of Additional Amounts or withholding if any, cease to accrue on a payment in respect of the Notes or portions the relevant Note Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the giving of them called for any notice of redemption pursuant to this Section 3.07(e), the Company will deliver to the Trustee: (unless 1) an Officers’ Certificate stating that the Issuers fail Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred (including that such Notesobligation to pay such Additional Amounts cannot be avoided by the Company or any Guarantor or surviving entity taking reasonable measures available to it); and (2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor ▇▇▇▇▇▇ becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. Prior to May 1, 2007, the The Notes will be redeemableredeemable at the option of the Issuer, in wholewhole or in part, at any time, or in part, and from time to time, at the option of the Issuers upon not less than 30 15 days’ nor more than 60 days' notice at a redemption price ’ notice. If the Notes are redeemed prior to the Par Call Date, the Redemption Price will be equal to the sum of greater of: (a) 100% of the principal amount thereofof the Notes to be redeemed, and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the applicable Redemption Date) assuming that such Notes matured, and that interest on such Notes was payable, on the Par Call Date, discounted to such Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 30 basis points (the “Applicable Premium”), plus, in each case of clauses (a) and (b) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of Notes at the close of business on the corresponding Record Date (instead of the holder surrendering its Notes for redemption). If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest and Liquidated Damagesthereon to, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part onlyincluding, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. Prior to May 1, 2007(a) Except as described in Section 16.01, the Notes will shall not be redeemableredeemable by the Company at its option prior to June 20, in whole2028. On or after June 20, 2028, and on or prior to the 31st Scheduled Trading Day immediately preceding the Maturity Date, the Company may, at any time, or in part, time and from time to timetime redeem (an “Optional Redemption”) for cash all or any portion of the Notes, at the option Company’s option, at the Optional Redemption Price, if the Last Reported Sale Price of the Issuers upon Ordinary Shares has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Optional Redemption Notice in accordance with Section 16.02(b); provided, however, that the Company will not call less than 30 nor more than 60 days' notice at a redemption price equal to all of the sum of 100% outstanding Notes for Optional Redemption unless the excess of the principal amount thereofof Notes outstanding and not subject to Optional Redemption immediately before the time the Company sends the related Optional Redemption Notice over the aggregate principal amount of Notes set forth in such Optional Redemption Notice as being subject to Optional Redemption is at least one hundred million dollars ($100,000,000). (b) In case the Company exercises its Optional Redemption right to redeem all or, plus accrued as the case may be, any part of the Notes pursuant to Section 16.02, it shall fix a date for redemption (each, a “Optional Redemption Date”) and unpaid interest it or, at its written request received by the Trustee not less than 5 Business Days prior to the date such Optional Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and Liquidated Damagesat the expense of the Company, shall deliver or cause to be delivered prior written notice of such Optional Redemption (a “Optional Redemption Notice”) not less than 35 nor more than 55 Scheduled Trading Days prior to the Optional Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and each Holder so to be redeemed as a whole or in part; provided, however, that, if the Company shall give such notice, it shall also give written notice of the Optional Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Optional Redemption Date must be a Business Day. (c) The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice or any defect in Notice of the Optional Redemption to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (d) Each Optional Redemption Notice shall specify: (i) the Optional Redemption Date; (ii) the Optional Redemption Price; (iii) the place or places where such Notes are to be surrendered for payment of the Optional Redemption Price; (iv) that on the Optional Redemption Date, the Optional Redemption Price will become due and payable upon each Note to be redeemed, and that Special Interest thereon, if any, thereon shall cease to accrue on and after the redemption date and the Make-Whole Amount Optional Redemption Date; (as defined in the Indenture). On or after May 1, 2007, v) that a Holder of the Notes will be redeemable in whole, called for an Optional Redemption may surrender all or any portion of its Notes called for an Optional Redemption for conversion at any time on or after the Optional Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Optional Redemption Date or, if the Company fails to pay the Optional Redemption Price, such later date on which the Company pays the Optional Redemption Price; (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable, applicable to any conversion of Notes called for an Optional Redemption occurring at any time on or after the Optional Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Optional Redemption Date; (vii) the Conversion Rate (including any Additional Shares added thereto for Holders that convert their Notes in partconnection with an Optional Redemption Notice at any time from, from time and including, the Optional Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Optional Redemption Date (or, if the Company fails to timepay the Optional Redemption Price, at such later date on which the option of Company pays or duly provides for the Issuers upon not less than 30 nor more than 60 days' noticeOptional Redemption Price)); (viii) the CUSIP, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated DamagesISIN or other similar numbers, if any, thereon assigned to such Notes; (ix) whether Holders (or, in the case of a Global Note, the relevant beneficial owners) are requested to provide a Declaration of Status for Israeli Income Tax Purposes in relation to such Optional Redemption and/or conversion in connection with the Optional Redemption Notice and, if so, that the Company has attached such form to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee Optional Redemption Notice; and (x) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If case any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A redeemed and on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof will shall be issued issued. An Optional Redemption Notice shall be irrevocable. (e) If fewer than all of the outstanding Notes are to be redeemed pursuant to this Section 16.02, the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary, in the name case of Notes represented by a Global Note or in the Holder thereof upon cancellation case of Physical Notes, the original Note. Notes called for redemption become due on Trustee shall select, in a manner as it shall deem appropriate and fair, the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions thereof to be redeemed, in whole or in part. If any Note selected for partial redemption is submitted for conversion in part after such selection, the portion of them called the Note submitted for redemption conversion shall be deemed (unless so far as may be possible) to be the Issuers fail portion selected for redemption, subject, in the case of Notes represented by a Global Note, to redeem the Depositary’s applicable procedures. The Company shall not be required to register the transfer or exchange of any Note so selected for partial redemption, in whole or in part, except the unredeemed portion of any such Notes)Note selected for partial redemption.

Optional Redemption. Prior to May 1, 2007, (a) The Obligor may redeem the Senior Notes will be redeemable, in whole, at its option at any time, time in whole or in part. If the Obligor elects to redeem the Senior Notes, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at it shall pay a redemption price Redemption Price equal to the sum greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date: (i) 100% of the aggregate principal amount thereofof the Senior Notes to be redeemed on the Redemption Date; or (ii) the sum of the present values of the Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments, plus accrued and unpaid interest and Liquidated Damages, if any, thereon the Obligor shall discount such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points. Any redemption date and pursuant to this Section 2.06(a) shall be made pursuant to the Make-Whole Amount provisions of Section 2.06(b) through (as defined in i) below. (b) If the Indenture). On or after May 1Obligor elects to redeem the Senior Notes pursuant to the optional redemption provisions of Section 2.06(a) above, 2007, it shall furnish to the Notes will be redeemable in wholeTrustee, at any time least 45 days (or such shorter period as shall be acceptable to the Trustee, but in part, from time to time, at the option of the Issuers upon not no event less than 30 nor days) but not more than 60 days' noticedays before the Redemption Date, at an Officers’ Certificate setting forth (1) the redemption prices Redemption Date, and (expressed as percentages of principal amount2) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, CUSIP and/or ISIN numbers of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% Senior Notes. (c) If less fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed at any time, selection of Notes for redemption will shall be made selected not more than 60 days prior to the Redemption Date by the Trustee in compliance with from the requirements of the principal national securities exchangeOutstanding Senior Notes not previously called for redemption, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basisrata, by lot or by such other method as the Trustee shall deem fair and appropriate; provided that no , and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of $1,000 or less a denomination larger than the minimum authorized denomination for the Senior Notes. (d) The Trustee shall be redeemed promptly notify the Obligor in part. Notices writing of the Senior Notes selected for redemption shall be mailed by first class mail at least 30 but not more than 60 days before and, in the redemption date to each Holder case of any Senior Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part onlyselected for partial redemption, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. (e) For all purposes of this Fourth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (f) Notice of redemption of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof at the option of the Obligor, by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. A All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof will shall be issued in accordance with Section 2.06(i); (iv) that on the name of Redemption Date the Holder thereof Redemption Price shall become due and payable upon cancellation of each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the original Note. place where Senior Notes called for redemption become due on are to be surrendered for payment of the date fixed Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption. On redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and after that no representation is made as to the redemption date, interest and Liquidated Damagescorrectness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be given by the Obligor or, at the Obligor’s request, by the Trustee in the name and at the expense of the Obligor; provided, however, that if the Obligor requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five Business Days before such notice is required to be sent. (g) On or prior to 10 a.m., New York City time, on any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date. (h) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to the Redemption Date therein specified, and from and after such date (unless the Obligor shall default in the payment of the Redemption Price) such Senior Notes shall cease to accrue bear interest. Upon surrender of such Senior Notes for redemption in accordance with the notice, such Senior Notes shall be paid by the Obligor at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes or portions registered as such on the relevant Record Date according to the terms and the provisions of them Section 2.06 of the Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (unless i) Any Senior Note that is to be redeemed only in part shall be surrendered at the Issuers fail office or agency maintained by the Obligor pursuant to redeem Section 9.02 of the Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the expense of the Obligor, a new Senior Note or Senior Notes), of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered.

Optional Redemption. Prior to May 1September 15, 20072030 (the “Par Call Date”), the Notes will be redeemableCompany may redeem the Securities at its option, in whole, at any time, whole or in part, at any time or from time to time, at a redemption price (expressed as a (a) the option sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date), on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points (0.200%) less than 30 nor more than 60 days' notice (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereofof the Securities being redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if redeemed during the twelve-month period beginning on May 1, absent manifest error. Notice of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee mailed or electronically delivered (or otherwise transmitted in compliance accordance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail Depositary’s procedures) at least 30 10 days but not more than 60 days before the redemption date to each Holder of Notes Securities to be redeemed. In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed at its registered address. Notices of redemption may not be conditionalin part. If any Note Security is to be redeemed in part only, the notice of redemption that relates to such Note shall the Security will state the portion of the principal amount thereof of the Security to be redeemed. A new Note Security in a principal amount equal to the unredeemed portion thereof of the Security will be issued in the name of the Holder thereof of the Security upon surrender for cancellation of the original NoteSecurity. Notes called for For so long as the Securities are held by DTC (or another Depositary), the redemption become due of the Securities shall be done in accordance with the policies and procedures of the Depositary. Unless the Company defaults in payment of the redemption price, on the date fixed for redemption. On and after the redemption date, date interest and Liquidated Damages, if any, will cease to accrue on Notes the Securities or portions of them thereof called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior (a) The Company may redeem the Notes at any time prior to May 1November 24, 20072035 (three months prior to their maturity) (such date, the Notes will be redeemable, in whole“Par Call Date”), at any time, time in whole or from time to time in part, in each case at the Company’s option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) 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 the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, less interest accrued to the redemption date, plus, in either case, accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time and from time to time, on or after the Par Call Date, the Company may redeem the Notes at the their option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of 100% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to but excluding the redemption date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the redemption registered holders as of the close of business on the relevant record date according to the Notes and the Make-Whole Amount Indenture. (as defined in b) Except pursuant to the Indenture). On or after May 1, 2007preceding paragraphs, the Notes will not be redeemable in whole, at any time or in part, from time to time, at the Company’s option prior to the applicable Par Call Date. Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Indenture.

Optional Redemption. Prior The provisions of Article Eleven of the Indenture shall apply to May this Note, as supplemented or amended by the following paragraphs. The Notes will be redeemable, at the Operating Partnership’s sole option, in whole at any time or in part from time to time, in each case prior to September 15, 2026, for cash, at a Redemption Price equal to the greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed or (2) an amount equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed, 2007not including any portion of the payments of interest accrued to, but not including, such Redemption Date, discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.500%, plus, in each case (1) and (2), accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but not including, such Redemption Date. In addition, at any time on or after September 15, 2026, the Notes will be redeemable, at the Operating Partnership’s sole option, in whole, whole at any time, time or in part, part from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice for cash, at a redemption price Redemption Price equal to the sum of 100% of the aggregate principal amount thereof, of the Notes to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangeinterest, if any, on which the Notes are listed or, if principal amount of the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered addressto, but not including, such Redemption Date. Notices of redemption may not Notwithstanding the foregoing, interest will be conditional. If any Note is payable to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion Holders of the principal amount thereof Notes on the Regular Record Date applicable to be redeemedan interest payment date falling on or before such Redemption Date. A new Note in principal amount equal The following definitions will apply with respect to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).foregoing:

Optional Redemption. Prior to May 1, 2007, the The Notes of any series will be redeemable, in whole, redeemable at any time, time in whole or in part, from time to time, time in part at the option of the Issuers upon not less than 30 nor more than 60 days' notice Obligor, regardless of whether the Notes of any other series are to be redeemed, at a redemption price the Redemption Price equal to the sum of greater of: (1) 100% of the principal amount thereofof the Notes being redeemed, or (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of such payments of interest on the Notes accrued to the Redemption Date) from the Redemption Date to the Maturity Date discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus the number of basis points, if any, provided for with respect to such series of Notes being redeemed; plus, for (1) or (2) above, whichever is applicable, accrued and unpaid interest and Liquidated Damages, if any, thereon to on the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may to, but not be conditional. If any Note is to be redeemed in part onlyincluding, the Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date and notice thereof shall promptly be given by the Obligor to the Trustee. Any redemption pursuant to this Section 10.07 shall be made pursuant to the provisions of Section 10.01 through 10.06. Notwithstanding anything in this Section 10.07 to the contrary, the Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional redemption that relates provisions with respect to such Note shall state a series of Notes in addition to, or in substitution of, the portion provision contained in this Section 10.07 and may provide with respect to a series of Notes for an optional redemption provision identical to the provision contained in this Section 10.07 but providing for different definitions of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On terms “Comparable Treasury Issue,” “Comparable Treasury Price,” “Reference Treasury Dealer,” “Reference Treasury Dealer Quotations” and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)“Treasury Rate.”

Optional Redemption. Prior to May 1, 2007, The Issuer may redeem the Notes will be redeemable, in whole, of either or both series at any time, or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Issuer, in whole or from time to time in part, at a redemption price equal to the sum Redemption Price. If notice of 100% redemption has been given as provided in the Original Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the principal amount thereof, plus accrued Holders of such Notes from and unpaid interest and Liquidated Damages, if any, thereon after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the of any Notes will be redeemable given to Holders at their addresses, as shown in wholethe security register for the Notes, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 nor less than 30 days before the redemption date prior to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On The notice of redemption will specify, among other items, the Redemption Price and after the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes of any series are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption date, interest and Liquidated Damages(or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed, if anyless than all of the Notes of any series are to be redeemed, cease and their Redemption Date. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to accrue on the date of redemption, the Notes to be redeemed in whole or portions of them called for redemption (unless the Issuers fail to redeem such Notes)in part.

Optional Redemption. Prior to May 1, 2007, (a) The Notes shall be redeemable by the Issuer at the written direction of a Majority of the Interests as follows: (i) the Notes will be redeemable, in whole, at any time, or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices whole (with respect to all Classes of redemption Notes) but not in part on any Payment Date after the end of the Non-Call Period from Sale Proceeds and/or Refinancing Proceeds or (ii) the Notes shall be mailed redeemed in part by first class mail at least 30 but not more than 60 days before Class from Refinancing Proceeds on any Payment Date after the redemption date to each Holder end of the Non-Call Period as long as the Notes to be redeemed represent not less than the entire Class of such Notes. In connection with any such redemption, the Notes shall be redeemed at the applicable Redemption Prices and a Majority of Interests must provide the above described written direction to the Issuer and the Trustee not later than 45 days (or such shorter period of time (not to be less than 15 days) as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Payment Date on which such redemption is to be made; provided that all Notes to be redeemed must be redeemed simultaneously. (b) Upon receipt of a notice of any redemption of Notes in whole (from the Trustee via overnight delivery service) pursuant to Section 9.2(a)(i), the Collateral Manager in its registered addresssole discretion shall direct the sale (and the manner thereof) of all or part of the Collateral Obligations and other Assets such that the proceeds from such sale and all other funds available for such purpose in the Collection Account and the Payment Account will be at least sufficient to pay the Redemption Prices of the Notes to be redeemed and to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fee due and payable under the Priority of Payments. Notices If such proceeds of redemption such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all Notes and to pay such fees and expenses, the Notes may not be conditionalredeemed. If The Collateral Manager, in its sole discretion, may effect the sale of all or any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to Collateral Obligations or other Assets through the unredeemed portion thereof will be issued in the name direct sale of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes such Collateral Obligations or portions of them called for redemption (unless the Issuers fail to redeem such Notes)other Assets or by participation or other arrangement.

Optional Redemption. Prior to May 1, 2007, the (a) The Notes will may be redeemable, in whole, at any time, or in part, from time to time, redeemed at the option of the Issuers Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemed in accordance with the provisions of Article 3 of the Base Indenture. (b) At any time prior to June 15, 2023, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Sixth Supplemental Indenture, upon not less than 30 nor more than 60 days' notice as provided in the Indenture, at a redemption price Redemption Price equal to 105.875% of the sum principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (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), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Sixth Supplemental Indenture on the date hereof (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. (c) At any time prior to June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to but excluding the Redemption Date, subject to the redemption date and rights of holders of Notes on the Make-Whole Amount relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (as defined in the Indenture). d) On or after May 1June 15, 20072023, the Notes will be redeemable Company may, on any one or more occasions, redeem the Notes, in whole, at any time whole or in part, from time to timeupon notice as provided in the Indenture, at the option of the Issuers 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 below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon on the Notes redeemed, to but excluding the redemption dateapplicable Redemption Date, if redeemed during the twelve-month period beginning on May 1, June 15 of the following yearsyears 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 ------------------- ---------- 2007 105.3132023 102.938 % 2008 102.6562024 101.469 % 2009 2025 and thereafter 100.000% If less than all 100.000 % (e) Notwithstanding Section 3.02 of the Notes are Base Indenture, notice of redemption pursuant to this Section 3.01 may be redeemed at any time, selection of Notes for redemption will be made by conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Trustee in compliance with writing promptly upon the requirements satisfaction of any such conditions precedent. (f) Notwithstanding Section 3.03 of the principal national securities exchangeBase Indenture, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due on the date fixed for redemption. On , subject to the satisfaction of any conditions to the redemption. (g) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 shall be delivered at least 15 and after not more than 60 days prior to the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called date fixed for redemption (unless to the Issuers fail to redeem such holders of the Notes).

Optional Redemption. Prior to May 1, 2007, the Notes will be redeemable, in whole, at (a) At any time, the Issuer may redeem all or in part, from time to time, at the option a part of the Issuers Notes upon not less than 30 nor more than 60 days' prior notice as described in Section 3.03 of the Indenture, at a redemption price equal to the sum of 100% of the principal amount thereofof Notes redeemed, plus, without duplication, accrued and unpaid interest, if any, to, but excluding, 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 falling prior to or on the Redemption Date). (b) At any time, in connection with any tender offer or other offer to purchase the Notes (including pursuant to a Change of Control Offer or Asset Sale Offer (each as defined below)), if not less than 90.0% in aggregate principal amount of the outstanding Notes are purchased by the Issuer, or, in the case of a Change of Control Offer, any third party purchasing or acquiring Notes in lieu of the Issuer, the Issuer or such third party will have the right, upon notice as described in Section 3.03, to redeem the Notes of such series that remain outstanding following such purchase at the price paid to holders in such purchase, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). (c) Any redemption date pursuant to this paragraph 5 shall be made pursuant to the provisions of Section 3.01 through 3.06 of the Indenture. In addition, any redemption pursuant to this paragraph 5 may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a debt or equity financing, acquisition or other transaction, event or other specified condition. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and the Make-Whole Amount (as defined if applicable, shall state that, in the Indenture). On or after May 1, 2007Issuer’s discretion, the Notes will Redemption Date may be redeemable delayed until such time as any or all such conditions shall be satisfied or waived (including to a date later than 60 days after the date on which such notice was mailed or delivered electronically), or such redemption may not occur and such notice may be rescinded in wholethe event that any or all such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, or such notice may be rescinded at any time or in part, from time to time, at the option Issuer’s discretion if in the good faith judgment of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages Issuer any or all of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption such conditions will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes satisfied or portions of them called for redemption (unless the Issuers fail to redeem such Notes)waived.

Optional Redemption. Prior to May 1, 2007, the Notes will be redeemable, in whole, at any time, or in partThe Issuer may redeem all or, from time to time, at the option a part of the Issuers upon not less than 30 nor more than 60 days' notice Notes, at its option, at a redemption price equal to the sum of 100% of the principal amount thereof, of the Notes plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during plus the twelve-month period beginning on May 1excess of: (a) as determined by the calculation agent (which shall initially be the Trustee), the sum of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 present values of the remaining scheduled payments of principal and thereafter 100.000% If less than all interest on the Notes are being redeemed not including any portion of such payment of interest accrued on the date of redemption, from the redemption date to the maturity date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points; over (b) 100% of the principal amount of the Notes being redeemed. If the 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 redeemed 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 beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any timepartial redemption, selection of the Trustee will select the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, then by lot, on a pro rata basis, by lot or by such other method as the Trustee shall in its sole discretion will deem to be fair and appropriate; provided that , although no Notes Note of $1,000 75,000 in original principal amount or less shall will be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption relating to that relates to such Note shall will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of Definitive Notes, issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior to May 1, 2007, the (a) The Notes will may be redeemable, in whole, at any time, or in part, from time to time, redeemed at the option of the Issuers Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemed in accordance with the provisions of Article 3 of the Base Indenture. (b) At any time prior to June 1, 2021, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Third Supplemental Indenture, upon not less than 30 nor more than 60 days' notice as provided in the Indenture, at a redemption price Redemption Price equal to 105.750% of the sum principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (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), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Third Supplemental Indenture on the date hereof (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. (c) At any time prior to June 1, 2021, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to but excluding the Redemption Date, subject to the redemption date and rights of holders of Notes on the Make-Whole Amount relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (as defined in the Indenture). d) On or after May June 1, 20072021, the Notes will be redeemable Company may, on any one or more occasions, redeem the Notes, in whole, at any time whole or in part, from time to timeupon notice as provided in the Indenture, at the option of the Issuers 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 below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon on the Notes redeemed, to but excluding the redemption dateapplicable Redemption Date, if redeemed during the twelve-month period beginning on May 1, June 1 of the following yearsyears 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 ------------------- ---------- 2007 105.3132021 104.313 % 2008 102.6562022 102.875 % 2009 2023 101.438 % 2024 and thereafter 100.000% If less than all 100.000 % (e) Notwithstanding Section 3.02 of the Notes are Base Indenture, notice of redemption pursuant to this Section 3.01 may be redeemed at any time, selection of Notes for redemption will be made by conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Trustee in compliance with writing promptly upon the requirements satisfaction of any such conditions precedent. (f) Notwithstanding Section 3.03 of the principal national securities exchangeBase Indenture, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due on the date fixed for redemption. On and after , subject to the redemption date, interest and Liquidated Damages, if any, cease satisfaction of any conditions to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior to May 1(a) At any time on or after September 29, 20072027, the Notes will be redeemableCompany shall have the right, but not the obligation, in wholethe Managing Member’s sole discretion, at any timeto redeem, in whole or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Makethen-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a outstanding Class A Limited Membership Interests pro rata basisin proportion to their Unrecovered Capital on the terms provided in Section 15.2, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes payment in cash in respect of $1,000 or less shall be each Class A Limited Membership Interest being redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal an amount equal to the unredeemed Unrecovered Capital with respect to the Class A Limited Membership Interest being redeemed as of the Class A Purchase Date (with the accrued but undistributed portion thereof will be issued of such Unrecovered Capital, including all accrued and undistributed Class A Limited Member Preferred Return, calculated through, but not including, the Class A Purchase Date (the “Class A Purchase Price”)). (b) If the approval of the Required Class A Limited Members is not received in connection with a proposed Transfer pursuant to Section 11.2(a), the Company shall have the right, but not the obligation, in the name Managing Member’s sole discretion, to elect, within ninety (90) days after notice to the Class A Limited Members of the Holder thereof upon cancellation proposed Transfer, to redeem, in whole but not in part, the then-outstanding Class A Limited Membership Interests by payment in cash in respect of each Class A Limited Membership Interest being redeemed of the original Note. Notes called for redemption become due applicable Class A Purchase Price. (c) Following receipt of a Liquidation Event Notice, the Company shall have the right, but not the obligation, in the Managing Member’s sole discretion, to redeem, in whole but not in part, the then-outstanding Class A Limited Membership Interests on the terms provided in Section 15.2 by payment in cash in respect of each Class A Limited Membership Interest being redeemed of the applicable Class A Purchase Price. Delivery of a notice of redemption pursuant to this Section 15.1(c) and Section 15.2(a) shall constitute a rescission of any Liquidation Event Notice delivered prior to the date fixed for redemption. On and after of such redemption notice; provided, however, such Liquidation Event Notice shall be deemed reinstated upon the redemption date, interest and Liquidated Damages, if any, cease failure of the Company to accrue pay or cause the payment of the Class A Purchase Price on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Class A Purchase Date.

Optional Redemption. Prior to May 1, 2007, the (a) The Notes will may be redeemable, in whole, at any time, or in part, from time to time, redeemed at the option of the Issuers Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemed in accordance with the provisions of Article 3 of the Base Indenture. (b) At any time prior to October 15, 2022, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Fourth Supplemental Indenture, upon not less than 30 nor more than 60 days' notice as provided in the Indenture, at a redemption price Redemption Price equal to 105.250% of the sum principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (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), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Fourth Supplemental Indenture on the date hereof (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. (c) At any time prior to October 15, 2022, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to but excluding the Redemption Date, subject to the redemption date and rights of holders of Notes on the Make-Whole Amount relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (as defined in the Indenture). d) On or after May 1October 15, 20072022, the Notes will be redeemable Company may, on any one or more occasions, redeem the Notes, in whole, at any time whole or in part, from time to timeupon notice as provided in the Indenture, at the option of the Issuers 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 below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon on the Notes redeemed, to but excluding the redemption dateapplicable Redemption Date, if redeemed during the twelve-month period beginning on May 1, October 15 of the following yearsyears 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 ------------------- ---------- 2007 105.3132022 102.625 % 2008 102.6562023 101.750 % 2009 2024 100.875 % 2025 and thereafter 100.000% If less than all 100.000 % (e) Notwithstanding Section 3.02 of the Notes are Base Indenture, notice of redemption pursuant to this Section 3.01 may be redeemed at any time, selection of Notes for redemption will be made by conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Trustee in compliance with writing promptly upon the requirements satisfaction of any such conditions precedent. (f) Notwithstanding Section 3.03 of the principal national securities exchangeBase Indenture, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due on the date fixed for redemption. On and after , subject to the redemption date, interest and Liquidated Damages, if any, cease satisfaction of any conditions to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior (a) The Secured Notes shall be redeemable by the Issuer (x) (i) in whole (with respect to May 1, 2007, all Classes of Secured Notes) but not in part on any Business Day after the Notes will be redeemable, in whole, at any time, or in part, from time to time, at the option end of the Issuers upon Non-Call Period from Sale Proceeds and/or Refinancing Proceeds if directed in writing by the Collateral Manager or a Majority of the Subordinated Notes (with the consent of the Collateral Manager) or (ii) in part by Class from Refinancing Proceeds on any Business Day after the end of the Non-Call Period if directed in writing by the Collateral Manager or a Majority of the Subordinated Notes (with the consent of the Collateral Manager), as long as the Secured Notes to be redeemed represent not less than 30 nor more the entire Class of such Secured Notes or (y) in whole (with respect to all Classes of Secured Notes) but not in part from Sale Proceeds on any Business Day following the end of the Non-Call Period if the Collateral Principal Amount is less than 60 days' notice 15% of the Target Initial Par Amount and if directed in writing by the Collateral Manager (each such redemption referred to in clause (y), a “Clean-Up Call Redemption” and, together with each redemption referred to in clause (x), an “Optional Redemption”). In connection with any such redemption, the Secured Notes to be redeemed shall be redeemed at a redemption price equal the applicable Redemption Prices (subject, in the case of an Optional Redemption of the Secured Notes, to the sum right of Holders of 100% of the principal amount thereofAggregate Outstanding Amount of any Class of Secured Notes to elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes pursuant to Section 9.2(h)) and the Person or Persons entitled to give the above described written direction must provide the above described written direction to the Issuer and the Trustee not later than 14 Business Days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the date on which such redemption is to be made; provided that, plus accrued all Secured Notes to be redeemed must be redeemed simultaneously. Any such redemption must comply with the procedures described in Section 9.4. Notwithstanding anything to the contrary herein, an Optional Redemption or a Clean-Up Call Redemption may occur on any Business Day following the end of the Reinvestment Period. (b) The Subordinated Notes may redeemed, in whole but not part, on any Business Day on or after the redemption or repayment in full of the Secured Notes, at the direction of a Majority of the Subordinated Notes. (c) The Secured Notes may be redeemed in whole from Refinancing Proceeds and/or Sale Proceeds as provided in Section 9.2(a)(x)(i) or Section 9.2(a)(y) or in part by Class from Refinancing Proceeds as provided in Section 9.2(a)(x)(ii) by a Refinancing; provided that, the terms of such Refinancing and unpaid interest any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to (x) the Collateral Manager (including any requirements of the U.S. Risk Retention Rules and/or the Securitization Laws triggered by such Refinancing) and Liquidated Damages(y) if the Subordinated Notes directed such Refinancing, a Majority of the Subordinated Notes, and such Refinancing otherwise satisfies the conditions described below. Prior to effectuating any Refinancing, the Issuer shall, in relation to such Refinancing, provide notice to each Rating Agency. (d) In the case of a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.2(a), such Refinancing will be effective only if (I) the Collateral Manager has certified to the Trustee and the Issuer in writing that (i) the Refinancing Proceeds and all other available funds (including, without limitation, any amounts on deposit in, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and the proceeds of any Contribution) will be at least sufficient to redeem simultaneously the Secured Notes then required to be redeemed, in whole but not in part at the Redemption Price thereof (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.2(h)), (ii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from (x) the Refinancing Proceeds, (y) any amounts on deposit in, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and (z) all other available amounts, including the proceeds of Contributions (it being understood that expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses may be paid as Administrative Expenses on or after the applicable Redemption Date in compliance with the Priority of Payments and Article X), (iii) the Refinancing Proceeds, the Sale Proceeds, if any, thereon and other available funds are used (to the extent necessary) to make such redemption date and (iv) the Makeagreements relating to the Refinancing contain limited recourse and non-Whole Amount petition provisions equivalent (as defined mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i) or (II) the Indenture). On or after May 1, 2007, the Notes will be redeemable Distribution Report prepared and delivered in whole, at any time or in part, from time to time, at the option respect of the Issuers upon not less than 30 nor more than 60 days' noticescheduled Redemption Date indicates the payment in full on such Redemption Date from Refinancing Proceeds and all other available funds of (A) all Administrative Expenses payable under the Priority of Payments (regardless of the Administrative Expense Cap), at the redemption prices (expressed as percentages of principal amountB) set forth below plus all accrued and unpaid interest and Liquidated Damages, amounts (if any) due to any Hedge Counterparty, thereon (C) all accrued and unpaid Collateral Management Fees and (D) the applicable Redemption Prices of the Secured Notes. (e) In the case of a Refinancing upon a redemption of the Secured Notes in part by Class pursuant to Section 9.2(a), such Refinancing will be effective only if the Collateral Manager has certified to the redemption dateTrustee and the Issuer in writing that: (i) notice has been provided to each Rating Agency, if redeemed during (ii) the twelve-month period beginning on May 1Refinancing Proceeds and all other available amounts (including, without limitation, the proceeds of any Contribution, Interest Proceeds available pursuant to the Priority of Payments and Partial Redemption Interest Proceeds, as applicable) will be at least sufficient to pay in full the aggregate Redemption Prices of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 entire Class or Classes of Secured Notes subject to Refinancing, (iii) the Refinancing Proceeds are used (to the extent necessary) to make such redemption, (iv) the agreements relating to the Refinancing contain limited recourse and thereafter 100.000% If less than all non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i), (v) the principal amount of the Refinancing Obligations for each redeemed Class is equal to the Aggregate Outstanding Amount of the Notes are of such Class being redeemed with the proceeds of such obligations, (vi) the stated maturity of each class of the Refinancing Obligations is no earlier than the corresponding Stated Maturity of each Class of Secured Notes being refinanced, (vii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for on or prior to the second Payment Date immediately following such Refinancing (provided that, such payment will not be subject to the Administrative Expense Cap) from (x) the Refinancing Proceeds, (y) any amounts on deposit in, or to be redeemed at any timedeposited into, selection the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and (z) all other available amounts, including the proceeds of Notes for redemption Contributions, Interest Proceeds available pursuant to the Priority of Payments and Partial Redemption Interest Proceeds, as applicable (it being understood that expenses owed to Persons that the Collateral Manager informs the Trustee will be made by paid solely as Administrative Expenses may be paid as Administrative Expenses on or after the Trustee applicable Redemption Date in compliance with the requirements Priority of Payments and Article X), (viii) (x) the spread over the Benchmark (or, in the case of a Refinancing of the principal national securities exchangeFixed Rate Notes, the Interest Rate) with respect to the Refinancing Obligations providing the Refinancing Proceeds to redeem any Class of Secured Notes does not exceed the spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) of such Class of Secured Notes being redeemed or (y) the Global Rating Agency Condition is satisfied and the weighted average spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) with respect to the Refinancing Obligations does not exceed the weighted average spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) of the Class (or Classes, as applicable) of Secured Notes being refinanced, (ix) the Refinancing Obligations are subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of Payments than the Class of Secured Notes being refinanced, (x) such redemption is conducted using only Refinancing Proceeds and amounts otherwise provided for such purpose under this Indenture (including, but not limited to, amounts on deposit in the Supplemental Reserve Account) and not with Sale Proceeds, (xi) the voting rights, consent rights, redemption rights and all other rights of the Refinancing Obligations are the same as the rights of the Class of Secured Notes being refinanced (except that, at the Issuer’s election, the Non-Call Period with respect to the Refinancing Obligations may be extended as it applies to a subsequent Refinancing in part by Class or Re-Pricing), and (xii) Tax Advice is delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that such Refinancing will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income. (f) The Holders of the Subordinated Notes will not have any cause of action against any of the Issuer, the Collateral Manager, the Collateral Administrator or the Trustee for any failure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specified above as certified by the Collateral Manager, the Issuer and the Trustee shall amend this Indenture to the extent necessary to reflect the terms of the Refinancing and no further consent for such amendments shall be required from the Holders of Notes other than the Holders of the Subordinated Notes directing the redemption (if any). The Trustee shall not be obligated to enter into any amendment that, on in its view, adversely affects its duties, obligations, liabilities or protections hereunder, and the Trustee shall be entitled to conclusively rely upon an Officer’s certificate or Opinion of Counsel as to matters of law (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment meets the requirements specified above and is permitted under this Indenture without the consent of the Holders of the Notes are listed or(except that such Officer or counsel shall have no obligation to certify or opine as to the sufficiency of the Refinancing Proceeds, if or the Notes are not so listedsufficiency of any Accountants’ Report required pursuant to Section 7.18). (g) In the event of any redemption pursuant to this Section 9.2, on a pro rata basisthe Issuer shall, by lot at least 14 Business Days prior to the Redemption Date (or by such method shorter period of time as the Trustee shall deem fair and appropriate; provided that no Notes the Collateral Manager find reasonably acceptable), notify the Trustee in writing of $1,000 or less shall be redeemed in part. Notices such Redemption Date, the applicable Record Date, the principal amount of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Secured Notes to be redeemed at its registered address. Notices on such Redemption Date and the applicable Redemption Prices; provided that, failure to effectuate any Optional Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which a Refinancing fails to occur shall not constitute an Event of redemption may not be conditional. If Default. (h) In connection with any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion Optional Redemption of the principal amount thereof Secured Notes, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be redeemed. A new Note in principal amount equal payable to the unredeemed portion thereof will be issued in the name Holders of the Holder thereof upon cancellation such Class of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Secured Notes).

Optional Redemption. Prior to May 1, 2007Except as described in clauses (a) and (b) below, the Notes will be redeemableare not redeemable at the Company’s option prior to their final Stated Maturity. (a) At any time before the Par Call Date, in wholethe Company may redeem the Notes at its sole option, at any time, time in whole or from time to time in part, from time to timein principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof, at the option of the Issuers upon not less than 30 nor more than 60 days' notice ’ notice, at a redemption price equal to the sum greater of (i) 100% of the principal amount thereof, plus of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would have become due after the redemption date if such Notes matured on the Par Call Date but for the redemption (not including any portion of such payments of interest accrued and unpaid interest and Liquidated Damages, if any, thereon to but not including the redemption date) discounted to the redemption date and on a semi-annual basis (assuming a 360-day year comprising twelve 30-day months) at the Make-Whole Amount Treasury Rate plus 25 basis points, plus, in each case, interest accrued on the Notes to but not including the redemption date (as defined in provided that interest payments due on or prior to the Indentureredemption date will be paid to the record Holders of such Notes on the relevant record date). . (b) On or after May 1, 2007the Par Call Date, the Company may redeem the Notes will be redeemable in wholeat its sole option, at any time in whole or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' ’ notice, at the a redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon price equal to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313100% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which amount of the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of plus interest accrued thereon to but not including the redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption date (provided that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal interest payments due on or prior to the unredeemed portion thereof redemption date will be issued in paid to the name record Holders of the Holder thereof upon cancellation of the original Note. such Notes called for redemption become due on the date fixed for redemption. On and after the redemption relevant record date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior (i) The Series E Preferred Units may not be redeemed prior to May 1September 3, 20072004. On or after such date, subject to the terms and conditions of any Parity Preferred Stock or any Parity Units, the Notes will be redeemablePartnership shall have the right to redeem the Series E Preferred Units, in whole, at any time, whole or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 written days' notice notice, at a redemption price price, payable in cash, equal to the sum Capital Account balance of 100% such holders of Series E Preferred Units (the principal amount thereof, plus accrued "Redemption Price"); provided; however that such redemption shall not be permitted if such Redemption Price shall be less than the original Capital Contribution of such Partner and unpaid interest and Liquidated Damages, if any, thereon the cumulative Priority Return to the redemption date to the extent not previously distributed. (ii) Except in connection with a liquidation, dissolution, winding-up or termination of the Partnership as described under "Liquidation" above, the Redemption Price of the Series E Preferred Units (other than the portion thereof consisting of accumulated but unpaid distributions) will be payable solely out of the sale proceeds of capital stock of the Company, which will be contributed by the Company to the Partnership as an additional capital contribution, or out of the sale proceeds of limited partner interests of the Partnership and from no other source. For purposes of the Make-Whole Amount preceding sentence, "capital stock" means any equity securities (including Common Stock and Preferred Stock (as such terms are defined in the IndentureCharter)), shares, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing. Unless previously redeemed, the Series E Preferred Units will be redeemed for cash upon termination of the Partnership. Unless sooner dissolved, the Partnership will terminate on December 31, 2054. The Series E Preferred Units will not be subject to any sinking fund. (iii) If the Partnership gives a notice of redemption in respect of Series E Preferred Units (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deposit irrevocably in trust for the benefit of the Series E Preferred Units being redeemed funds sufficient to pay the applicable Redemption Price and will give irrevocable instructions and authority to pay such Redemption Price to the holders of the Series E Preferred Units. If the Series E Preferred Units are evidenced by a certificate and if fewer than all Series E Preferred Units evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all Series E Preferred Units, evidencing the unredeemed Series E Preferred Units without cost to the holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series E Preferred Units or after May 1portions thereof called for redemption, 2007unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series E Preferred Units is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of the Series E Preferred Units is improperly withheld or refused and not paid by the Partnership, distributions on such Series E Preferred Units will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable Redemption Price. If fewer than all the Series E Preferred Units are to be redeemed, the Notes Series E Preferred Units to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional units). (iv) The Partnership may not redeem fewer than all the outstanding Series E Preferred Units unless all accumulated and unpaid distributions have been paid on all Series E Preferred Units for all quarterly distribution periods terminating on or prior to the date of redemption. (v) Notice of redemption will be redeemable in whole(i) faxed, at any time or in partand (ii) mailed by the Partnership, from time to timepostage prepaid, at the option of the Issuers 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, thereon days prior to the redemption date, if redeemed during addressed to the twelve-month period beginning on May 1, respective holders of record of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are Series E Preferred Units to be redeemed at any time, selection of Notes for redemption will be made by their respective addresses as they appear on the Trustee in compliance with the requirements transfer records of the principal national securities exchange, if any, on which Partnership. No failure to give or defect in such notice shall affect the Notes are listed or, if validity of the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before proceedings for the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal Series E Preferred Units except as to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Noteholders to whom notice was defective or not given. Notes called for redemption become due on the date fixed for redemption. On and after Each notice shall state: (i) the redemption date, interest and Liquidated Damages(ii) the Redemption Price, if any, (iii) the aggregate number of Series E Preferred Units to be redeemed; (iv) the place or places where the Series E Preferred Units are to be surrendered for payment of the Redemption Price; (v) that distributions on the Series E Preferred Units to be redeemed will cease to accrue accumulate on Notes or portions such redemption date and (vi) that payment of them called for redemption (unless the Issuers fail Redemption Price will be made upon presentation and surrender of such Series E Preferred Units. If fewer than all of the Series E Preferred Units held by any holder are to redeem be redeemed, the notice mailed to such Notes)holder shall also specify then number of Series E Preferred Units to be redeemed from such holder.

Optional Redemption. Prior (a) Except pursuant to May 1, 2007clause (b) or (d) of Section 3.07 of the Indenture, the Notes will not be redeemableredeemable at the Issuer’s option prior to January 1, in whole2029 (the “Par Call Date”). (b) At any time prior to the Par Call Date, the Issuer may, at any timeits option, on one or in part, from time to time, at the option more occasions redeem all or a part of the Issuers Notes, upon not less than 30 nor more than 60 days' notice as set forth in Section 3.03 of the Indenture, at a redemption price equal to the sum greater of 100(i) 100.0% of the principal amount thereofof the Notes to be redeemed or (ii) the sum, as calculated by the Issuer, of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to, but not including, the Redemption Date, subject to the redemption date right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) On and after the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007Par Call Date, the Notes will be redeemable in wholeIssuer may, at any time its option, redeem the Notes, in whole or in part, from time to timeon one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the option a redemption price equal to 100.0% of the Issuers upon not less than 30 nor more than 60 days' noticeprincipal amount of the Notes to be redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to, but not including, the Redemption Date, subject to the redemption date, if redeemed during right of Holders of record on the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are relevant Record Date to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become receive interest due on the date fixed for redemption. On and after relevant Interest Payment Date. (d) Any redemption pursuant to Section 3.07 of the redemption date, interest and Liquidated Damages, if any, cease Indenture shall be made pursuant to accrue on Notes or portions the provisions of them called for redemption (unless Sections 3.01 through 3.06 of the Issuers fail to redeem such Notes)Indenture.

Optional Redemption. Prior to May 1, 2007, the The Notes will be redeemableredeemable at the option of the Company, in whole, whole at any time, time or in part, part from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' ’ prior written notice mailed by first class mail to each Holder’s registered address. The Notes will be redeemable at a redemption price equal to the sum greater of (i) 100% of the principal amount thereofof the Notes to be redeemed, or (ii) the sum, as determined by the Quotation Agent, as defined in the Indenture, of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of interest thereon from the redemption date to May 15, 2011 for the Notes to be redeemed, exclusive of interest accrued to the redemption date, discounted from their respective scheduled payment dates to the redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Treasury Rate, as defined in the Indenture, plus 50 basis points, plus, in either case, accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon on the principal amount being redeemed to the redemption date and the Make-Whole Amount (as defined in the Indenture)of redemption. On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which will select the Notes are listed or, if the Notes are not so listed, to be redeemed on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate; provided that no . If money sufficient to pay the redemption price of and accrued interest on all of the Notes of (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. Notes in denominations larger than $1,000 or less shall may be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior to May 1, 2007, the The Notes of any series will be redeemable, in whole, redeemable at any time, time in whole or in part, from time to time, time in part at the option of the Issuers upon not less than 30 nor more than 60 days' notice Obligor, regardless of whether the Notes of any other series are to be redeemed, at a redemption price the Redemption Price equal to the sum of greater of: (1) 100% of the principal amount thereofof the Notes being redeemed, or (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of such payments of interest on the Notes accrued to the Redemption Date) from the Redemption Date to the Maturity Date discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus the number of basis points, if any, provided for with respect to such series of Notes being redeemed; plus, for (1) or (2) above, whichever is applicable, accrued and unpaid interest and Liquidated Damages, if any, thereon to on the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may to, but not be conditional. If any Note is to be redeemed in part onlyincluding, the Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date and notice thereof shall promptly be given by the Obligor to the Trustee. Any redemption pursuant to this Section 10.07 shall be made pursuant to the provisions of Section 10.01 through 10.06. Notwithstanding anything in this Section 10.07 to the contrary, the Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional redemption that relates provisions with respect to such Note shall state a series of Notes in addition to, or in substitution of, the portion provision contained in this Section 10.07 and may provide with respect to a series of Notes for an optional redemption provision identical to the provision contained in this Section but providing for different definitions of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On terms “Comparable Treasury Issue,” “Comparable Treasury Price,” “Reference Treasury Dealer,” “Reference Treasury Dealer Quotations” and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)“Treasury Rate.”

Optional Redemption. Prior (a) [Intentionally Omitted] (b) Except pursuant to May 1, 2007Section 3.07(d) or (e), the Notes will not be redeemableoptionally redeemable by the Company; provided, in wholehowever, at the Company may acquire the Notes by means other than an optional redemption. (c) [Intentionally Omitted] (d) At any time, or in part, time and from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice to the Holders, the Company may redeem some or all of the Notes at a price calculated by the Company of 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date). (e) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days' nor more than 30 days' notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03), at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon to, but excluding, the redemption date, premium, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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 Damagesall Additional Amounts, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 then due and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption which will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction has changed since the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor Person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another Person organized or resident in the same jurisdiction) first makes a payment on the Notes. In the case of Additional Amounts required to be paid as a result of the Company conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption datewill be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, interest and Liquidated Damages, would be obliged to make such payment of Additional Amounts or withholding if any, cease to accrue on a payment in respect of the Notes or portions the relevant Note Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the giving of them called for any notice of redemption pursuant to this Section 3.07(e), the Company will deliver to the Trustee: (unless 1) an Officers' Certificate stating that the Issuers fail Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred (including that such Notesobligation to pay such Additional Amounts cannot be avoided by the Company or any Guarantor or surviving entity taking reasonable measures available to it); and (2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor ▇▇▇▇▇▇ becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior to May 1, 2007the Par Call Date, the Notes will be are redeemable, in whole, at any time, or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Company, at any time in whole, or from time to time in part, at a redemption price equal to the sum of greater of: (i) 100% of the principal amount thereofof the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points; plus, in either case, accrued and unpaid interest and Liquidated Damagesto, if anybut excluding, thereon to the redemption date and the Make-Whole Amount Redemption Date. (as defined in the Indenture). On b) At any time on or after May 1, 2007the Par Call Date, the Notes will be redeemable in whole, at any time or in part, from time to timeare redeemable, at the option of the Issuers Company, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. (c) The Company shall deliver to the Trustee an Officers’ Certificate with respect to the actual redemption price of the Notes in connection with a redemption under Section 3.03(a), including the applicable Treasury Rate, which the Company will calculate, or cause to be calculated, on the third Business Day preceding the Redemption Date. (d) Notwithstanding the foregoing, in connection with any tender offer for, or other offer to purchase, the Notes, including a Change of Control Offer, if Holders of not less than 90% of the aggregate principal amount of the Outstanding Notes are validly tendered and not withdrawn in such tender offer (or Change of Control Offer or other offer to purchase) and the Company (or the third party making the Change of Control Offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 15 nor more than 60 days' ’ prior notice, given not more than 30 days following the expiration date of such tender offer (or Change of Control Offer or other offer to purchase), to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the redemption prices price paid to each other Holder (expressed as percentages excluding any early tender, incentive or similar fee) in such tender offer (or Change of principal amount) set forth below plus Control Offer or other offer to purchase), plus, to the extent not included in the tender payment (or payment pursuant to the Change of Control Offer or other offer to purchase), accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangeinterest, if any, on which the Notes are listed orthat remain Outstanding to, if but excluding, the Notes are not so listed, Redemption Date (subject to the right of Holders on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption relevant record date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption receive interest due on an interest payment date that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal has accrued on or prior to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such NotesRedemption Date).

Optional Redemption. Prior to May 1, 2007, the The Notes will be redeemableredeemable at the option of the Issuer, in wholewhole or in part, at any time, or in part, and from time to time, at the option of the Issuers upon not less than 30 days’ nor more than 60 days' notice at a redemption price ’ notice. If the Notes are redeemed prior to [•], the Redemption Price will be equal to the sum of greater of: (a) 100% of the principal amount thereofof the Notes to be redeemed, and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the applicable Redemption Date) discounted to such Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus [ • ] basis points (the “Applicable Premium”), plus, in each case of clauses (a) and (b) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of Notes at the close of business on the corresponding Record Date (instead of the holder surrendering its Notes for redemption). If the Notes are redeemed on or after [•], the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest and Liquidated Damagesthereon to, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part onlyincluding, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. Prior (a) The Company may redeem the Notes at any time prior to May 1November 24, 20072035 (three months prior to their maturity) (such date, the Notes will be redeemable, in whole“Par Call Date”), at any time, time in whole or from time to time in part, in each case at the Company’s option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) 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 the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, less interest accrued to the redemption date, plus, in either case, accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time and from time to time, on or after the Par Call Date, the Company may redeem the Notes at the their option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of 100% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to but excluding the redemption date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the redemption registered holders as of the close of business on the relevant record date according to the Notes and this Indenture. (b) Except pursuant to the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007preceding paragraphs, the Notes will not be redeemable in whole, at any time or in part, from time to time, at the Company’s option of the Issuers 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, thereon prior to the applicable Par Call Date. (c) Any redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are pursuant to be redeemed at any time, selection of Notes for redemption will this Section 3.07 [Optional Redemption] shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal pursuant to the unredeemed portion thereof will be issued provisions of Sections 3.01 [Notices to Trustee] through 3.06 [Notes Redeemed or Purchased in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Part] hereof.

Optional Redemption. Prior (a) The Notes shall be redeemable in accordance with the provisions of Article 11 of the Base Indenture, except to May 1, 2007, the Notes will be redeemableextent otherwise provided herein, in whole, whole at any time, time or in part, part from time to time, (i) on or after March 31, 2021 (the "Earliest Redemption Date") or (ii) any time prior to the Maturity Date upon the occurrence of a Tier 2 Capital Event or a Tax Event, or if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended (15 U.S.C. 80a-1 et seq.); provided that no partial redemption shall be effected (A) unless at the option least $10 million aggregate principal amount of the Issuers upon Notes shall remain Outstanding after giving effect to such redemption (B) if the principal amount of the Notes shall have been accelerated and such acceleration has not less been rescinded, or (C) unless all accrued and unpaid interest shall have been paid in full on all Outstanding Notes terminating on or before the Redemption Date. In addition, the Company may not exercise its right to redeem any of the Notes prior to the Maturity Date without the prior approval of the Federal Reserve. (b) The Company may, in its discretion from time to time without the consent of any Holders of Notes, elect to extend the Earliest Redemption Date applicable to all outstanding Notes to a later date by delivering written notice of such extension to the Trustee, which notice shall specify the new Earliest Redemption Date. Such extension may be elected by the Company one or more times. Once given to the Trustee, a notice of extension of the Earliest Redemption Date may not be revoked or amended by the Company, other than 30 nor more than 60 days' by a subsequent notice at further extending the Earliest Redemption Date to a later date. (c) The Redemption Price for any redemption price pursuant to this Section 3.1 will be equal to the sum of 100% of the principal amount thereofof the Notes being redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to but excluding the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. Prior (a) Subject to May 1, 2007Section 1.02 hereof, the Notes will be redeemableprovisions of Article 11 of the Base Indenture, in wholeas supplemented by the provisions of this Supplemental Indenture, at shall apply to the Notes. (b) At any time, or in part, time and from time to time, the Notes of either series shall be redeemable, as a whole or in part, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Company’s option, at a redemption price Redemption Price equal to the sum greater of (i) 100% of the aggregate principal amount thereofof the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date 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 15 basis points, in the case of the 2016 Notes, 20 basis points, in the case of the 2021 Notes and 25 basis points, in the case of the 2041 Notes plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. (c) On and Liquidated Damagesafter the Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007before the Redemption Date for the Notes, the Notes will be redeemable in wholeCompany shall deposit with the Trustee or a Paying Agent, at any time or in part, from time funds sufficient to time, at pay the option Redemption Price of the Issuers upon not less than 30 nor more than 60 days' noticeNotes to be redeemed on the Redemption Date, at and (except if the redemption prices (expressed as percentages of principal amountRedemption Date shall be an Interest Payment Date) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% . If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed at any timeshall be selected by lot, selection of Notes for redemption will be made on a pro-rata basis or by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and deems appropriate; provided provided, however that in no event, shall Notes of a principal amount of $1,000 2,000 or less shall be redeemed in part. Notices . (d) Notice of any redemption shall be electronically delivered or mailed by first class mail at least 30 days but not more than 60 days before the redemption date Redemption Date to each Holder of the Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in principal amount equal clause (b), shall be set forth in an Officers’ Certificate delivered to the unredeemed portion thereof will be issued Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the name of Indenture, the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due and payable on the date fixed for redemption. On Redemption Date and after at the redemption dateapplicable Redemption Price, interest plus accrued and Liquidated Damagesunpaid interest, if any, cease to accrue on Notes or portions of them called for redemption (unless to, but not including, the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. Prior to May 1, 2007, the The Notes will may be redeemable, in whole, at any time, or in part, from time to time, redeemed at the option of the Issuers Issuer as a whole, or from time to time in part, at any time prior to maturity, at a price equal to the principal amount of the Notes so redeemed, together in each case with accrued and unpaid interest to the date fixed for redemption, upon mailing notice of such redemption not less than 30 nor more than 60 days' notice at a redemption price equal days prior to the sum date fixed for redemption to the holders of 100% Notes at their last addresses as the same appear on the Register. Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notices to the holder of any Note designated for redemption shall not affect the validity of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to proceedings for the redemption date and the Make-Whole Amount (as defined in the Indenture)of any other Note. On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption the Issuer will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, select (a) by lot or by such method other manner as may be prescribed by resolution of the Trustee Board of Directors of the Issuer and (b) to the extent Tailor Shareholder, or any Subsidiary thereof, holds Notes, the Issuer shall deem fair and appropriate; allow Tailor Shareholder to select, in its sole discretion, the specific Notes then owned by Tailor Shareholder or its Subsidiaries to be redeemed (provided that Tailor Shareholder informs the Issuer no later than the day prior to the date of such redemption of the specific Notes selected for redemption), the Notes or portions thereof (in integral multiples of $1,000 or less shall 1,000) to be redeemed in parta minimum amount of $1,000,000 unless less than $1,000,000 of the Notes remain outstanding in which case all of the Notes must be redeemed. Notices Upon presentation of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates Issuer shall execute and deliver to such Note shall state the portion holder thereof, at the expense of the principal amount thereof to be redeemed. A Issuer, a new Note or Notes of authorized denominations, in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Note so presented.

Optional Redemption. Prior to May 1, 2007, the Notes will be redeemable, in whole, at (a) At any time, or in part, and from time to time, at on or after the option of first Business Day that is five years after the Issuers upon not Issue Date, the Company shall have the right, subject to applicable law, to redeem the Preferred Stock, in whole or in part (but in no event less than 30 nor more than 60 days' notice at a redemption price equal to the sum 100,000 shares of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed Preferred Stock or, if the Notes are not so listedaggregate amount of shares of Preferred Stock any such Holder owns is less than 100,000 shares, then all of such shares), from any source of funds legally available for such purpose. Any redemption by the Company pursuant to this Section 7 shall be subject to compliance with the provisions of the TRC Credit Agreement and any other agreements governing the Company’s future or existing outstanding indebtedness. Any such redemption shall occur on a pro rata basisdate set by the Company in its sole discretion (the “Optional Redemption Date”). (b) Subject to applicable law, the Company shall effect any such redemption pursuant to this Section 7 by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes paying cash for each share of $1,000 or less shall Preferred Stock to be redeemed in part. Notices an amount equal to the Liquidation Preference (including, for the avoidance of redemption doubt, any Accrued Dividends added to the Liquidation Preference in accordance with Section 3(d)), multiplied by, if on or prior to the sixth anniversary of the Issue Date, 110%, and, if thereafter, 105% for such share of Preferred Stock on such Optional Redemption Date (the “Optional Redemption Price”). (c) The Company shall be mailed by first class mail at least 30 but give notice of its election to redeem the Preferred Stock pursuant to this Section 7 not less than 15 days and not more than 60 days before the redemption date scheduled Optional Redemption Date, to each Holder the Holders of Notes Preferred Stock as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the books of the Transfer Agent at the address of such Holders shown therein. Such notice (the “Optional Redemption Notice”) shall state: (i) the Optional Redemption Date, (ii) the number of shares of Preferred Stock to be redeemed at its registered address. Notices from such Holder, (iii) the Optional Redemption Price and (iv) the place where any shares of redemption may not be conditional. If any Note is Preferred Stock in certificated form are to be redeemed in part onlyand shall be presented and surrendered for payment of the applicable Redemption Price therefor. (d) If the Company elects to redeem fewer than all of the outstanding shares of Preferred Stock pursuant to this Section 7, the notice number of redemption shares of Preferred Stock to be redeemed shall be determined by the Company, provided the number of shares of Preferred Stock to be redeemed pursuant an election pursuant to this Section 7 shall not be less than 100,000 shares of Preferred Stock or, if the aggregate amount of shares of Preferred Stock outstanding is less than 100,000 shares, then all of such shares, and provided that relates the Preferred Stock is redeemed on a pro rata basis across all Holders based on their respective ownership of Preferred Stock. The shares of Preferred Stock not redeemed shall remain outstanding. (e) If the Company gives an Optional Redemption Notice, the Company shall deposit with the Paying Agent funds sufficient to redeem the shares of Preferred Stock as to which such Note Optional Redemption Notice shall state have been given, no later than the portion open of business on the Optional Redemption Date, and the Company shall give the Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the principal amount thereof Certificates therefor as set forth in the Optional Redemption Notice. If the Optional Redemption Notice shall have been given, then from and after the Optional Redemption Date, unless the Company defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Optional Redemption Notice, all dividends on such shares of Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the shares of Preferred Stock to be redeemed. A new Note in principal amount equal to , including the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damagesrights, if any, cease to accrue receive notices, will terminate, except only the rights of Holders thereof to receive the Optional Redemption Price. The Company shall be entitled to receive from the Paying Agent the interest income, if any, earned on Notes such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Price of the shares of Preferred Stock to be redeemed), and the holders of any shares of Preferred Stock so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Company for any reason, including redemption of shares of Preferred Stock, that remain unclaimed or portions unpaid after two years after the Optional Redemption Date or other payment date, shall be, to the extent permitted by applicable law, repaid to the Company upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Company. Notwithstanding any Optional Redemption Notice, there shall be no redemption of them any shares of Preferred Stock called for redemption (unless until funds sufficient to pay the Issuers fail to redeem full Optional Redemption Price of such Notes)shares shall have been deposited by the Company with the Paying Agent.

Optional Redemption. Prior to May 1, 2007, (a) The Obligor may redeem the Senior Notes will be redeemable, in whole, at its option at any time, time in whole or in part. If the Obligor elects to redeem the Senior Notes, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at it shall pay a redemption price Redemption Price equal to the sum greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date: (i) 100% of the aggregate principal amount thereofof the Senior Notes to be redeemed on the Redemption Date; or (ii) the sum of the present values of the Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments, plus accrued and unpaid interest and Liquidated Damages, if any, thereon the Obligor shall discount such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 30 basis points. Any redemption date and pursuant to this Section 2.06(a) shall be made pursuant to the Make-Whole Amount provisions of Section 2.06(b) through (as defined in i) below. (b) If the Indenture). On or after May 1Obligor elects to redeem the Senior Notes pursuant to the optional redemption provisions of Section 2.06(a) above, 2007, it shall furnish to the Notes will be redeemable in wholeTrustee, at any time least 45 days (or such shorter period as shall be acceptable to the Trustee, but in part, from time to time, at the option of the Issuers upon not no event less than 30 nor days) but not more than 60 days' noticedays before the Redemption Date, at an Officers’ Certificate setting forth (1) the redemption prices Redemption Date, and (expressed as percentages of principal amount2) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, CUSIP and/or ISIN numbers of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% Senior Notes. (c) If less fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed at any time, selection of Notes for redemption will shall be made selected not more than 60 days prior to the Redemption Date by the Trustee in compliance with from the requirements of the principal national securities exchangeOutstanding Senior Notes not previously called for redemption, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basisrata, by lot or by such other method as the Trustee shall deem fair and appropriate; provided that no , and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of $1,000 or less a denomination larger than the minimum authorized denomination for the Senior Notes. (d) The Trustee shall be redeemed promptly notify the Obligor in part. Notices writing of the Senior Notes selected for redemption shall be mailed by first class mail at least 30 but not more than 60 days before and, in the redemption date to each Holder case of any Senior Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part onlyselected for partial redemption, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. (e) For all purposes of this Fifth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (f) Notice of redemption of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof at the option of the Obligor, by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. A All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof will shall be issued in accordance with Section 2.06(i); (iv) that on the name of Redemption Date the Holder thereof Redemption Price shall become due and payable upon cancellation of each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the original Note. place where Senior Notes called for redemption become due on are to be surrendered for payment of the date fixed Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption. On redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and after that no representation is made as to the redemption date, interest and Liquidated Damagescorrectness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be given by the Obligor or, at the Obligor’s request, by the Trustee in the name and at the expense of the Obligor; provided, however, that if the Obligor requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five Business Days before such notice is required to be sent. (g) On or prior to 10 a.m., New York City time, on any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date. (h) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to the Redemption Date therein specified, and from and after such date (unless the Obligor shall default in the payment of the Redemption Price) such Senior Notes shall cease to accrue bear interest. Upon surrender of such Senior Notes for redemption in accordance with the notice, such Senior Notes shall be paid by the Obligor at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes or portions registered as such on the relevant Record Date according to the terms and the provisions of them Section 2.06 of the Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (unless i) Any Senior Note that is to be redeemed only in part shall be surrendered at the Issuers fail office or agency maintained by the Obligor pursuant to redeem Section 9.02 of the Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the expense of the Obligor, a new Senior Note or Senior Notes), of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered.

Optional Redemption. Prior to May November 1, 2007, 2026 (the Notes will be redeemable, in whole, at any time, or in part“Par Call Date”) the Issuer may redeem all or, from time to time, a part of this Note, at the option of the Issuers upon not less than 30 nor more than 60 days' notice its option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued interest, if any, to (but excluding) the redemption date, plus the excess of: (a) as determined by the Calculation Agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would have been due if the Notes matured on the Par Call Date, excluding accrued and unpaid interest to, but not including, the date of redemption, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points; over (b) 100% of the principal amount of the Notes being redeemed. In addition, on or after the Par Call Date, this Note may be redeemed, in whole or in part, by the Issuer, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to (but excluding) the date of redemption. If the optional redemption date and the Make-Whole Amount (as defined in the Indenture). On is on or after May 1, 2007an interest record date and on or before the related interest payment date, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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 Damagesinterest, if any, thereon will be paid to the redemption Person in whose name this Note is registered at the close of business on such record date, if redeemed during and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the twelve-month period beginning on May 1Issuer. In the case of any partial redemption, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all Trustee will select the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the such Notes are listed orlisted, and/or in compliance with the requirements of the DTC, or if the such Notes are not so listed, on a pro rata basis, basis or by lot or by such method as (and, in the Trustee shall deem fair and appropriate; provided that case of Global Notes, in accordance with the applicable procedures of DTC), although no Notes Note of $1,000 150,000 in original principal amount or less shall will be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption relating to that relates to such Note shall will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of Definitive Notes, issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior to May September 1, 2007, 2031 (the Notes will be redeemable, in whole, at any time, or in part“Par Call Date”) the Issuer may redeem all or, from time to time, a part of this Note, at the option of the Issuers upon not less than 30 nor more than 60 days' notice its option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued interest, if any, to (but excluding) the redemption date, plus the excess of: (a) as determined by the Calculation Agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would have been due if the Notes matured on the Par Call Date, excluding accrued and unpaid interest to, but not including, the date of redemption, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points; over (b) 100% of the principal amount of the Notes being redeemed. In addition, on or after the Par Call Date, this Note may be redeemed, in whole or in part, by the Issuer, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to (but excluding) the date of redemption. If the optional redemption date and the Make-Whole Amount (as defined in the Indenture). On is on or after May 1, 2007an interest record date and on or before the related interest payment date, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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 Damagesinterest, if any, thereon will be paid to the redemption Person in whose name this Note is registered at the close of business on such record date, if redeemed during and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the twelve-month period beginning on May 1Issuer. In the case of any partial redemption, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all Trustee will select the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the such Notes are listed orlisted, and/or in compliance with the requirements of the DTC, or if the such Notes are not so listed, on a pro rata basis, basis or by lot or by such method as (and, in the Trustee shall deem fair and appropriate; provided that case of Global Notes, in accordance with the applicable procedures of DTC), although no Notes Note of $1,000 150,000 in original principal amount or less shall will be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption relating to that relates to such Note shall will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of Definitive Notes, issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior to May 1, 2007, (a) The Obligor may redeem the Senior Notes will be redeemable, in whole, at its option at any time, time in whole or in part. If the Obligor elects to redeem the Senior Notes at any time prior to June 22, from time to time2026, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at it shall pay a redemption price Redemption Price equal to the sum greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date: (i) 100% of the aggregate principal amount thereofof the Senior Notes to be redeemed on the Redemption Date; or (ii) the sum of the present values of the Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments, the Obligor shall discount such payments to the Redemption Date 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 25 basis points. If the Obligor elects to redeem the Senior Notes at any time on or after June 22, 2026, it shall pay a Redemption Price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut not including, thereon the Redemption Date. Any redemption pursuant to this Section 2.06(a) shall be made pursuant to the provisions of Section 2.06(b) through (i) below. (b) If the Obligor elects to redeem the Senior Notes pursuant to the optional redemption date and provisions of Section 2.06(a) above, it shall furnish to the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in wholeTrustee, at any time least 45 days (or such shorter period as shall be acceptable to the Trustee, but in part, from time to time, at the option of the Issuers upon not no event less than 30 nor days) but not more than 60 days' noticedays before the Redemption Date, at an Officers’ Certificate setting forth (1) the redemption prices Redemption Date, and (expressed as percentages of principal amount2) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, CUSIP and/or ISIN numbers of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% Senior Notes. (c) If less fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed at any time, selection of Notes for redemption will shall be made selected not more than 60 days prior to the Redemption Date by the Trustee in compliance with from the requirements of the principal national securities exchangeOutstanding Senior Notes not previously called for redemption, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basisrata, by lot or by such other method as the Trustee shall deem fair and appropriate; provided appropriate (in accordance with the procedures of DTC), and may provide for the selection for redemption of portions (so that no any Senior Notes remaining after such selection are equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of $1,000 or less a denomination larger than the minimum authorized denomination for the Senior Notes. (d) The Trustee shall be redeemed promptly notify the Obligor in part. Notices writing of the Senior Notes selected for redemption shall be mailed by first class mail at least 30 but not more than 60 days before and, in the redemption date to each Holder case of any Senior Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part onlyselected for partial redemption, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. (e) For all purposes of this Eighth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (f) Notice of redemption of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof, by first-class mail, postage prepaid, mailed (or otherwise delivered in accordance with the procedures of DTC) not fewer than 30 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. A All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof will shall be issued in accordance with Section 2.06(i); (iv) that on the name of Redemption Date the Holder thereof Redemption Price shall become due and payable upon cancellation of each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the original Note. place where Senior Notes called for redemption become due on are to be surrendered for payment of the date fixed Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption. On redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and after that no representation is made as to the redemption date, interest and Liquidated Damagescorrectness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be given by the Obligor or, at the Obligor’s request, by the Trustee in the name and at the expense of the Obligor; provided, however, that if the Obligor requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five Business Days before such notice is required to be sent to the Holders. (g) On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date. (h) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to the Redemption Date therein specified, and from and after such date (unless the Obligor shall default in the payment of the Redemption Price) such Senior Notes shall cease to accrue bear interest. Upon surrender of such Senior Notes for redemption in accordance with the notice, such Senior Notes shall be paid by the Obligor at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes or portions registered as such on the relevant Record Date according to the terms and the provisions of them Section 2.06 of the Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (unless i) Any Senior Note that is to be redeemed only in part shall be surrendered at the Issuers fail office or agency maintained by the Obligor pursuant to redeem Section 9.02 of the Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the expense of the Obligor, a new Senior Note or Senior Notes), of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered.

Optional Redemption. Prior to May 1, 2007the Par Call Date, the Company will have the right to redeem the Notes will be redeemable, in whole, whole at any time, time or in part, part from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice its option, at a redemption price equal to the sum greater of (i) 100% of the principal amount thereof, of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes to be redeemed are scheduled to mature on the Par Call Date) on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less accrued and unpaid interest and Liquidated Damages, if any, thereon on such Notes to the date of redemption, plus, in each case, accrued and unpaid interest on the Notes to be redeemed to, but not including, the redemption date and the Make-Whole Amount (as defined in the Indenture)date. On or after May 1, 2007the Par Call Date, the Company will have the right to redeem the Notes will be redeemable in whole, whole at any time or in part, part from time to time, at the option its option, at a redemption price equal to 100% of the Issuers upon not less than 30 nor more than 60 days' notice, at principal amount of the redemption prices (expressed as percentages of principal amount) set forth below Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the redemption date. Except with respect to a redemption issued in connection with a transaction discussed in Section 13 below, notice of any redemption of Notes in connection with a transaction or an event may, at the Company’s discretion, be given prior to the completion or the occurrence thereof. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and Liquidated Damages, if any, thereon to such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date as so delayed. The Company will provide written notice to the Trustee as soon as practicable but in any event no later than two days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt and at the Company’s request the Trustee will provide such notice to each Holder of the Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the same manner in which the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)was given.

Optional Redemption. Prior to May 1, 2007, the (a) The Notes will may be redeemableredeemed, in whole, at any time, whole or in part, from time to time, at the option of the Issuers Company pursuant to the terms set forth in (b) and (c) below. With respect to a redemption pursuant to clause (b) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemed in accordance with the provisions of Article 3 of the Base Indenture. (b) The Company may, at any time or from time to time prior to June 15, 2024, redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice ’ notice, at a redemption price Redemption Price equal to the sum of greater of: (i) 100% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007but excluding, the Redemption Date, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year comprised of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, plus accrued and unpaid interest thereon to but excluding the Redemption Date (provided, in each case, that interest payments due on or prior to the Redemption Date will be redeemable in wholepaid to the record holders of such Notes on the relevant Record Date). (c) The Company may, at any time or from time to time on or after June 15, 2024, redeem the Notes, in whole or in part, from time at a Redemption Price equal to time, at the option 100% of the Issuers upon not less than 30 nor more than 60 days' noticeprincipal amount of the Notes to be redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to but excluding the redemption dateRedemption Date (provided, if redeemed during in each case, that interest payments due on or prior to the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption Redemption Date will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal paid to the unredeemed portion thereof will be issued in the name record holders of the Holder thereof upon cancellation of the original Note. such Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notesrelevant Record Date).

Optional Redemption. Prior The Company shall have the right to May 1, 2007, redeem the Notes will be redeemableSecurities, in whole, whole at any time, time or in part, part from time to time, at the option of the Issuers upon not less than 30 nor its option, on at least 15 days but no more than 60 days' days prior written notice mailed to the registered holders of the Securities to be redeemed. Upon redemption of any Securities prior to September 15, 2034 (6 months prior to the Maturity Date), the Company shall pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Securities to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points, plus, accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company shall have the right to redeem the Securities on or after September 15, 2034 (6 months prior to the Maturity Date), in whole at any time or in part from time to time, at its option, on at least 15 days but no more than 60 days prior written notice mailed to the registered holders of the Securities to be redeemed, at a redemption price equal to the sum of 100% of the aggregate principal amount thereofof the Securities being redeemed plus, plus in each case, accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to, but excluding, the redemption date. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent and, at the Company’s discretion, the redemption date and the Make-Whole Amount (may be delayed until such time as defined in the Indenture). On any or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less conditions shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)satisfied.

Optional Redemption. (a) Prior to May 1June 4, 20072035 (three months prior to the Stated Maturity of the Notes) (the “Par Call Date”), the Company may redeem the Notes will be redeemableat the Company’s option, in wholewhole or in part, at any time, or in part, and from time to time, at the option a Redemption Price (expressed as a percentage of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price principal amount and rounded to three decimal places) equal to the greater of (i)(A) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, discounted to the relevant Redemption Date (assuming that the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (B) interest accrued to the relevant Redemption Date, and (ii) 100% of the principal amount thereofof the Notes to be redeemed plus, in either case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but excluding, the relevant Redemption Date. (b) On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest and Liquidated Damageson the principal amount of the Notes being redeemed to, if anybut excluding, thereon the relevant Redemption Date. (c) Notice of any redemption shall be mailed, electronically delivered or otherwise transmitted according to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, procedures of DTC at any time or in part, from time to time, at the option of the Issuers upon least 10 days but 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, thereon days prior to the redemption date, if redeemed during the twelve-month period beginning on May 1, relevant Redemption Date to each Holder of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any timeredeemed. In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basisrata, by lot or by such other method as according to the Trustee shall deem fair and appropriate; provided that no applicable procedures of DTC. No Notes of a principal amount of $1,000 2,000 or less shall will be redeemed in part. Notices of redemption shall be mailed by first class mail If at least 30 but not more than 60 days before the redemption date to each Holder of any time Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is are to be redeemed in part only, the notice of redemption that relates to such Note shall partial redemption will state the portion of the principal amount thereof of Notes to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of this Note will be issued in the name of the Holder thereof of this Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC, redemption of the Notes shall be done in accordance with the policies and procedures of DTC. If the 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 are subject to redemption by the Company. Unless the Company defaults in payment of the Redemption Price, on and after any Redemption Date, interest will cease to accrue on the Notes or portion of the Notes called for redemption become due on the date fixed for redemption. On and after or before a Redemption Date, the redemption Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of Notes to be redeemed on that date. (d) For the purposes of this Section, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).terms below are defined as follows:

Optional Redemption. (a) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. (b) Prior to May 1, 2007the Par Call Date, the Issuer may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the option greater of: (A) the sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less than 30 nor more than 60 days' notice (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereof, of each Note to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon to on the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices to, but not including, such Redemption Date. (c) Any notice of any redemption 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 be conditional. limited to, completion of an equity offering or other corporate transaction. (d) If any Note is the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion manner described under Section 3.02 of the principal amount thereof Forty-Ninth Supplemental Indenture. (e) Any redemption pursuant to this paragraph 5 shall be redeemed. A new Note in principal amount equal made pursuant to the unredeemed portion thereof will be issued in the name provisions of Sections 3.01 through 3.06 of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Forty-Ninth Supplemental Indenture.

Optional Redemption. Prior to May 1, 2007, the The Notes will may be redeemable, in whole, redeemed at any time, or in part, from time to time, at the option of the Issuers Company, in whole or in part, upon notice of not less than 30 nor more than 60 days' notice nor less than 15 days prior to the date fixed for redemption (each, a “Redemption Date”), at a redemption price equal to the sum of 100% of (i) the principal amount thereofof the Notes being redeemed, plus accrued interest thereon to, but excluding, the Redemption Date and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and (ii) the Make-Whole Amount (as defined in below), if any, with respect to such Notes. If the Indenture). On Notes are redeemed on or after May 1November 15, 20072032 (three months prior to the Maturity Date) (the “Par Call Date”), the Notes will be redeemable in whole, at any time or in part, from time to time, at redemption price shall equal the option principal amount of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, without any payment of a Make-Whole Amount. If notice of redemption has been given as provided in the Indenture and Liquidated Damagesfunds for the redemption of any Notes called for redemption have been made available on the Redemption Date, if anythe Notes will cease to bear interest on the Redemption Date and the only right of the holders of the Notes from and after the Redemption Date will be to receive payment of the redemption price upon surrender of the Notes in accordance with the notice. Notice of a redemption of any Notes will be given to holders at their addresses, thereon as shown in the security register. The notice of redemption will specify, among other items, the redemption price and the principal amount of the Notes held by the holders to be redeemed. Any such redemption may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, as specified in such redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% notice. If less than all the Notes are to be redeemed at any timethe Company’s option, selection of Notes for redemption the Company will be made by notify the Trustee in compliance with under the requirements Indenture at least 45 days prior to the giving of notice of redemption, or such shorter period as may be satisfactory to the Trustee, of the aggregate principal national securities exchange, if any, on which amount of the Notes are listed orto be redeemed and their redemption date. The Trustee under the Indenture will select, if the Notes are not so listed, on a pro rata basis, by lot or by in such method manner as the Trustee shall deem it deems fair and appropriate; provided that , no less than 45 days prior to the date of redemption, the Notes of $1,000 or less shall to be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior to May (a) The Partnership may redeem the Notes, in whole or in part at any time before March 1, 20072021, the Notes will be redeemable, in whole, at any time, or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum greater of (1) 100% of the principal amount thereofof the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus plus, in either case, accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon on the principal amount being redeemed to the such redemption date and the Make-Whole Amount (as defined in the Indenture)date. On or after May March 1, 20072021, the Notes will shall be redeemable in wholeand repayable, at the Partnership’s option, at any time in whole, or from time to time in part, from time at a price equal to time, at the option 100% of the Issuers upon not less than 30 nor more than 60 days' notice, at principal amount of the redemption prices (expressed as percentages of principal amount) set forth below Notes to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon on the Notes to be redeemed to the redemption date, if redeemed during the twelve-month period beginning on May 1, date of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% redemption. (b) If less fewer than all of the Notes are to be redeemed at any time, selection of such Notes shall be selected for redemption will not more than 60 days prior to the redemption date and such selection shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriatedeems appropriate (or, in the case of Notes represented by a Note in global form, by such method as DTC may require); provided provided, that no Notes partial redemption of any Note will occur if such redemption would reduce the principal amount of such Note to less than $1,000 or less shall be redeemed in part2,000. Notices of redemption with respect to the Notes shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. . (c) If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will shall be issued in the name of the Holder holder thereof upon cancellation of the original Note. Notes called for redemption shall become due on the date fixed for redemption. On Unless the Partnership defaults in payment of the redemption price, on and after the redemption date, interest and Liquidated Damages, if any, shall cease to accrue on the Notes or portions of them the Notes called for redemption. (d) The provisions of Article III of the Base Indenture in respect of the Notes shall apply to any optional redemption (unless of the Issuers fail to redeem Notes except when such Notes)provisions conflict with the foregoing.

Optional Redemption. (a) Prior to May November 1, 20072023, the 2024 Notes will be are redeemable, in whole, at any time, or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Partnership, at any time in whole, or from time to time in part, at a redemption price Redemption Price equal to the sum of greater of: (i) 100% of the principal amount thereofof the 2024 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) on the 2024 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points; plus, in either case, accrued and unpaid interest and Liquidated Damagesto, if anybut excluding, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture)Redemption Date. On At any time on or after May November 1, 20072023, the 2024 Notes will be redeemable in whole, at any time or in part, from time to timeare redeemable, at the option of the Issuers upon not less than 30 nor more than 60 days' noticePartnership, in whole or in part, at a Redemption Price equal to 100% of the redemption prices (expressed as percentages principal amount of principal amount) set forth below the 2024 Notes to be redeemed plus accrued and unpaid interest and Liquidated Damagesto, if anybut excluding, thereon the Redemption Date. (b) Prior to August 15, 2029, the 2029 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following yearsgreater of: Year Percentage ------------------- ---------- 2007 105.313(i) 100% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, amount of the 2029 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on which the Notes are listed or, if date of calculation of the Notes are not so listed, Redemption Price) on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of 2029 Notes to be redeemed at its registered address. Notices that would be due after the related Redemption Date but for such redemption (exclusive of redemption may not be conditional. If any Note is to be redeemed in part onlyinterest accrued to, but excluding, the notice Redemption Date) discounted to the Redemption Date on a semi- annual basis (assuming a 360-day year consisting of redemption that relates twelve 30-day months) at the applicable Treasury Yield plus 35 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. At any time on or after August 15, 2029, the 2029 Notes are redeemable, at the option of the Partnership, in whole or in part, at a Redemption Price equal to such Note shall state the portion 100% of the principal amount thereof of the 2029 Notes to be redeemed. A new Note redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. (c) The actual Redemption Price, determined as provided in principal amount equal Sections 4.1(a) and 4.1(b), shall be calculated and certified to the unredeemed portion thereof will be issued in Trustee and the name Partnership by the Independent Investment Banker. (d) The Partnership shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of the a Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)thereof.

Optional Redemption. Prior to May 1, 2007the Par Call Date, the Issuer may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at the option redemption price calculated by the Issuer (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, assuming that such Notes matured on the Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate plus 30 basis points, less than 30 nor more than 60 days' notice (b) interest accrued to the redemption date, and 100% of the principal amount of such Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes, if any, to, but excluding, the redemption date. At any time and from time to time on or after the Par Call Date, the Issuer may redeem the Notes, at its option, in whole or in part, at a redemption price equal to the sum of 100% of the principal amount thereofof the Notes being redeemed, plus accrued and unpaid interest and Liquidated Damageson the Notes, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1to, 2007but excluding, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during . The Issuer’s actions and determinations in determining the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less price shall be redeemed in partconclusive and binding for all purposes, absent manifest error. Notices Notice of any such optional redemption shall be mailed by first class mail or sent at least 30 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditionalredeemed. If any Note is to be redeemed in part onlythe Issuer redeems less than all the Notes, the notice of redemption that relates to such Note Trustee shall state select the portion of the principal amount thereof Notes to be redeemed, in the case of the Notes in the form of a Global Security, in accordance with the Depositary’s Applicable Procedures, and in the case of any Notes in definitive form, by such method as the Trustee deems fair and appropriate. A new Note The Trustee may select for partial redemption Notes and portions of Notes in principal amount amounts equal to $2,000 or any integral multiple of $1,000 in excess thereof. Unless the unredeemed portion thereof will be issued Issuer defaults in the name payment of the Holder thereof upon cancellation of the original Note. Notes called redemption price for redemption become due Notes, on the date fixed for redemption. On and after the applicable redemption date, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them thereof called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior to May 1, 2007the Par Call Date, the Company may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the option greater of: (A) 100% of the Issuers upon principal amount of the Notes to be redeemed; and (B) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30- day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued and unpaid thereon to the redemption date, plus, in each case, accrued and unpaid interest, if any, thereon to, but not less than 30 nor more than 60 days' notice including, the date of redemption. In addition, on or after the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereofof the Notes, plus accrued and unpaid interest and Liquidated Damagesto, if anybut not including, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if redeemed during absent manifest error. The Trustee shall have no duty or obligation to calculate or verify the twelve-month period beginning on May 1, redemption price. Notice of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by mailed (or, in the Trustee case of Notes held in compliance book-entry form, be transmitted electronically in accordance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail Depositary’s procedures) at least 30 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed at its registered address. Notices of (with a copy to the Trustee), except that redemption notices may not be conditional. If any Note is delivered more than 60 days prior to be redeemed in part only, a redemption if the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be is issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes connection with a legal or portions of them called for redemption (unless the Issuers fail to redeem such Notes).covenant

Optional Redemption. Prior to May 1, 2007, the (a) The Notes will be redeemable, in whole, whole at any time, time or in part, part from time to time, at the Company’s option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of greater of: (i) 100% of the principal amount thereofof the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 30 basis points, plus, in each case, accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of redemption. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the Make-Whole Amount Indenture. (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at b) Notice of any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion holder of the principal amount thereof Notes to be redeemed. A new Note Unless the Company defaults in principal amount equal to the unredeemed portion thereof will be issued in the name payment of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due price, on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them thereof called for redemption (unless redemption. If less than all of the Issuers fail Notes are to redeem such Notes)be redeemed, the Notes to be redeemed shall be selected by lot by The Depository Trust Company, in the case of Notes represented by a global security, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a global security.

Optional Redemption. Prior (a) At any time prior to May 1June 15, 20072055 (six months prior to the maturity date of the Notes), the Notes will be redeemable, in whole, at any time, whole or in part, at any time or from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Company, at a redemption price equal to the sum of greater of: • 100% of the principal amount thereofof the Notes to be redeemed; or • the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed that would be due if the Notes to be redeemed matured on the Par Call Date, plus discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (determined on the third Business Day preceding the redemption date), plus, in each case, accrued and unpaid interest and Liquidated Damagesthereon, if anyto, thereon to but excluding, the redemption date and the Make-Whole Amount date. (as defined in the Indenture). b) On or after May 1June 15, 20072055 (six months prior to the maturity date of the Notes), the Notes will be redeemable redeemable, in wholewhole or in part, at any time or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' noticeCompany, at 100% of the redemption prices (expressed as percentages principal amount of principal amount) set forth below the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesthereon, if anyto, thereon to but excluding, the redemption date. (c) Notwithstanding the foregoing, if redeemed during installments of interest on the twelve-month period beginning Notes that are due and payable on May 1, interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the Holders as of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all close of business on the Notes are to be redeemed at relevant record date. (d) Notice of any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail delivered at least 30 15 days but not no more than 60 days before the redemption date to each Holder of the Notes to be redeemed. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. If the Company redeems less than all of the Notes, the Notes to be redeemed at its registered addressshall be selected in accordance with the procedures of DTC. Notices of redemption may not be conditional. If any Note is to be redeemed Unless the Company defaults in part only, the notice of redemption that relates to such Note shall state the portion payment of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due price, on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them thereof called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior to May 1, 2007, the The Notes will may be redeemable, redeemed in whole, at any time, whole or in part, from time to time, part at the option of the Issuers upon not less than 30 nor more than 60 days' notice Issuer on or after January 19, 2021 (such redemption, an “Optional Redemption”) at a redemption price (the “Optional Redemption Price”) payable in cash and equal to the sum of 100% of the principal amount thereof, of the Notes plus accrued and unpaid interest and Liquidated Damagesinterest, including Additional Interest, if any, thereon to, but excluding, the Optional Redemption Date, or, in the case of a Default by the Issuer in the payment of the Optional Redemption Price, the day on which such Default is no longer continuing; provided, however, that if the Notes are redeemed on a date that is after a Regular Record Date and prior to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007corresponding Interest Payment Date, the Notes will accrued interest payable in respect of such Interest Payment Date shall not be redeemable in whole, at any time or in part, from time payable to time, at the option Holders of the Issuers upon Notes to whom the principal amount of the Notes being redeemed pursuant to the Optional Redemption is paid, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the Issuer may not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus redeem any Notes in an Optional Redemption unless all accrued and unpaid interest and Liquidated Damages, if any, thereon has been or is simultaneously paid (or will be paid at the next Interest Payment Date in accordance with the immediately preceding sentence) for all semi-annual interest periods or portions thereof terminating prior to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. Prior The Company shall have the right to May 1, 2007, redeem the Notes will be redeemableSecurities, in whole, whole at any time, time or in part, part from time to time, at the option of the Issuers upon not less than 30 nor its option, on at least 15 days but no more than 60 days' days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed. Upon redemption of any Securities prior to March 1, 2024 (3 months prior to the Maturity Date), the Company shall pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Securities to be redeemed on the date of redemption, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL(ICMA)) at the Comparable Government Bond Rate, plus 25 basis points, plus, accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, on or after March 1, 2024 (3 months prior to the Maturity Date), the Company may redeem the Securities, in whole at any time or in part from time to time, at its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed, at a redemption price equal to the sum of 100% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to, but excluding, the redemption date. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent and, at the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt the Make-Whole Amount (as defined Trustee shall provide such notice to each Holder of the Securities in the Indenture)same manner in which the notice of redemption was given. On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all of the Notes Securities are to be redeemed, the Securities to be redeemed at any time, selection of Notes for redemption will shall be made selected by the Trustee by a method the Trustee deems to be fair and appropriate or, in the event that the Securities are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption by Clearstream and Euroclear in accordance with their respective applicable procedures therefor. If the Securities are listed on any national securities exchange, Euroclear or Clearstream will select Securities in compliance with the requirements of the principal national securities exchange, if any, exchange on which the Notes Securities are listed orlisted. Notwithstanding the foregoing, if less than all of the Notes Securities are not so listedto be redeemed, on no Securities of a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes principal amount of $1,000 €100,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior to May 1, 2007, the Notes will be redeemable, in whole, at (a) At any time, or in part, time and from time to timetime prior to the Par Call Date, at the option Company may redeem all or a part of the Issuers Notes, upon not less than 30 10 nor more than 60 days' ’ notice to each holder of Notes to be redeemed, at a redemption price equal to the sum of greater of: (1) 100% of the principal amount thereofof the Notes redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to the redemption date) (assuming for this purpose that the Notes matured on the Par Call Date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points; plus, in either case, accrued and unpaid interest, to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on a relevant Interest Payment Date. (b) At any time and from time to time on or after the Par Call Date, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to (but not including) the redemption date and the Make-Whole Amount of redemption. (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amountc) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, shall be redeemed on a pro rata basis, by lot or by such method as basis in accordance with Section 11.3 of the Trustee shall deem fair and appropriate; provided Base Indenture. (d) Any redemption of Notes pursuant to this Section 3.2 that no Notes of $1,000 or less is in part processed through DTC shall be redeemed treated in partaccordance with the rules and procedures of DTC as a “Pro Rata Pass-Through Distribution of Principal” (as defined under such rules and procedures). Notices Except to the extent modified by this Supplemental Indenture, the provisions of redemption Article 11 of the Base Indenture shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date apply to each Holder redemptions of Notes pursuant to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is this Section 3.2. (e) In addition to be redeemed the Company’s right to redeem Notes as set forth above in part onlythis Section 3.2, the notice of redemption that relates Company may at any time and from time to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note time purchase Notes in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption dateopen market transactions, interest and Liquidated Damages, if any, cease to accrue on Notes tender offers or portions of them called for redemption (unless the Issuers fail to redeem such Notes)otherwise.

Optional Redemption. Prior to May 1, 2007the Par Call Date, the Company may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the option greater of: (a) the sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less than 30 nor more than 60 days' notice (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereof, of the Notes being redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date. The Company will cause the notice of any redemption date and to be mailed or electronically delivered (or otherwise transmitted in accordance with the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, Depositary’s procedures) to each Holder of the Notes will to be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers upon redeemed not less than 30 10 nor more than 60 days' noticedays prior to the Redemption Date. Any notice may, at the redemption prices (expressed as percentages discretion of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption dateor notice is subject to satisfaction of one or more conditions precedent, if redeemed during such notice shall state that, in the twelve-month period beginning on May 1Company’s discretion, the Redemption Date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than event that any or all such conditions shall not have been satisfied by the Notes are to Redemption Date (including as it may be redeemed at any timepostponed). In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basisrata, by lot or by such other method as the Trustee shall deem fair in its sole discretion deems appropriate and appropriate; provided that no fair. No Notes of a principal amount of $1,000 2,000 or less shall will be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such the Note shall will state the portion of the principal amount thereof of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of the Note will be issued in the name of the Holder thereof holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes called for are held by DTC (or another Depositary), the redemption become due of the Notes shall be done in accordance with the policies and procedures of the Depositary. Unless the Company defaults in payment of the redemption price, on the date fixed for redemption. On and after the redemption date, Redemption Date interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them thereof called for redemption. The price for any redemption pursuant to Section 3.01 of the Fifth Supplemental Indenture and this Section 1 of this Note shall be paid prior to 12:00 noon, New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to the Notes (unless the Issuers fail to redeem such if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein and in the Indenture, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Neither the Trustee nor any Paying Agent shall have any obligation to calculate any redemption price or any component thereof in respect of the Notes, and the Trustee and each Paying Agent shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.

Optional Redemption. (a) The provisions of Article 3 of the Original Indenture shall be applicable to the Notes, subject to the provisions of this Section 3.01. (b) Prior to May 1, 2007the Par Call Date, the Company may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the option greater of (1)(a) the sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less than 30 nor more than 60 days' notice (b) interest accrued on the principal amount of such Notes being redeemed to, but excluding, the date of redemption; and (2) 100% of the principal amount of the Notes being redeemed, plus, in each case, any accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption. On or after the Par Call Date the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereof, of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. (c) The Company’s actions and Liquidated Damages, if any, thereon to determinations in determining the redemption date price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility in determining or calculating the Make-Whole Amount redemption price. (as defined in the Indenture). On or after May 1, 2007, the Notes d) Notice of any redemption pursuant to this Section 3.01 will be redeemable mailed or electronically delivered (or otherwise transmitted in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance accordance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail Depositary’s procedures) at least 30 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed redeemed. Any redemption or notice may, at its registered addressthe Company’s discretion, be subject to one or more conditions precedent and, at the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at the Company’s discretion shall be satisfied (or waived by the Company) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Company’s discretion shall not have been satisfied (or waived by the Company). Notices The Company shall provide written notice to the Trustee prior to the close of business on the Business Day prior to the relevant redemption date if any such redemption has been rescinded or delayed, and upon receipt of such notice the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption may was given. (e) The Company shall notify Holders of any such rescission as soon as practicable after the Company determines that such conditions precedent will not be conditionalable to be satisfied or the Company is not able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once the notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price as set forth in this Section 3.01. (f) In the case of a partial redemption, selection of the Notes for redemption will be made in accordance with the applicable procedures of the Depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall will state the portion of the principal amount thereof of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of such Note will be issued in the name of the Holder thereof of such Note upon surrender for cancellation of the original Note. For so long as the Notes called for are held by The Depository Trust Company (or another depositary), the redemption become due of such Notes shall be done in accordance with the applicable policies and procedures of the Depositary. (g) Unless the Company defaults in payment of the redemption price, on the date fixed for redemption. On and after the redemption date, date interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them thereof called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior (a) At any time before May 8, 2029 (three months prior to May 1, 2007the Stated Maturity) (the “Par Call Date”), the Notes will shall be redeemableredeemable on any one or more occasions, in whole, at any time, as a whole or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Company’s option, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed and (2) as determined by an Independent Investment Banker, the sum of the present values of all remaining scheduled payments of principal and interest on the Notes to and including the Par Call Date (not including any portion of such payments of interest accrued to, but excluding, the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 basis points; plus, in the case of each of clause (1) or (2), accrued and unpaid interest thereon to, but excluding, the Redemption Date. (b) On or after the Par Call Date, the Notes shall be redeemable on any one or more occasions, as a whole or in part, at the Company’s election, at a redemption price equal to 100% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut not including, thereon the Redemption Date. (c) In the case of any redemption pursuant to this Section 4.02, such redemption is subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or before the relevant Redemption Date. (d) The Company will prepare and give, or cause to be given, a notice of redemption date and to each holder of Notes of a series to be redeemed, with a copy to the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in wholeTrustee, at any time or in part, from time to time, at the option of the Issuers 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 least 15 and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 calendar days before the redemption date prior to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On Notice of any such redemption may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent, including in connection with any corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption datewas sent) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (e) Unless the Company defaults in the payment of the redemption price and subject to any condition as specified in the relevant redemption notice, interest and Liquidated Damages, if any, will cease to accrue on such Notes or portions of them called for redemption (unless on the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. Prior to May 1, 2007the Par Call Date, the Company may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at the option a Redemption Price (expressed as a percentage of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price principal amount and rounded to three decimal places) equal to the greater of: (i) (A) the sum of the present values of the remaining scheduled payments of principal of, and interest on, the Notes to be redeemed discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 35 basis points, less (B) interest accrued to the Redemption Date; and (ii) 100% of the principal amount thereofof the Notes to be redeemed, plus, in the case of each of clause (i) and (ii), accrued and unpaid interest thereon to, but excluding, the Redemption Date. On or after the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, thereon the Redemption Date. Subject to the redemption date and conditions described in Section 2.3(d) of the Make-Whole Amount (as defined in the Supplemental Indenture). On or after May 1, 2007, the Company may redeem the Notes will be redeemable at its option, in whole, at any time or whole but not in part, from time at a Redemption Price equal to time, at the option 100% of the Issuers upon not less than 30 nor more than 60 days' noticeprincipal amount of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, thereon to the redemption date, if redeemed during Tax Redemption Date. In the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices event of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any this Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A a new Note in principal amount equal to or Notes of this series and of like tenor for the unredeemed portion thereof hereof will be issued in the name of the Holder thereof hereof upon the cancellation hereof; provided that the principal amount of any such Note remaining outstanding after a redemption in part shall be $2,000 or any integral multiple of $1,000 in excess thereof. Unless the Company defaults in payment of the original Note. Notes called for redemption become due Redemption Price and accrued and unpaid interest, on the date fixed for redemption. On and after the redemption dateRedemption Date or the Tax Redemption Date, as applicable, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them thereof called for redemption and all rights hereunder will terminate. No later than 9:00 a.m., New York time, on any Redemption Date or any Tax Redemption Date, the Company is required to deposit with a Paying Agent or the Trustee (unless or, if the Issuers fail Company or any Guarantor is acting as Paying Agent, set aside, segregate and hold in trust as provided in Section 3.4 of the Original Indenture) an amount of money sufficient to redeem pay the Redemption Price of and accrued and unpaid interest on the Notes to be redeemed on such Redemption Date or such Tax Redemption Date, as applicable. If the Company is redeeming less than all the Notes), the Notes to be redeemed shall be selected by lot by DTC, in the case of this Global Certificate, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of any Notes that are not represented by a Global Certificate.

Optional Redemption. Prior Except as provided above, this Note is not redeemable prior to May 1June 22, 2007, the Notes will 2004. This Note may be redeemable, redeemed in whole, at any time, whole or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice, at any time on or after June 22, 2004, at the option of the Company, at the redemption prices price (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1periods below, plus any interest accrued but not paid prior to the Optional Redemption Date, if the Closing Price of the following years: Year Percentage ------------------- ---------- 2007 105.313Common Stock has exceeded 130% 2008 102.656of the Conversion Price (as defined in Article 10 of the Indenture and as such may be adjusted from time to time) then in effect for at least 20 Trading Days in any consecutive 30-Trading Day period ending on the Trading Day prior to the date of mailing of the notice of optional redemption pursuant to Section 3.05 of the Indenture. ----------------------------------------------------------------------------------------------- During the Twelve Months Commencing Redemption Prices ----------------------------------- ----------------- ----------------------------------------------------------------------------------------------- June 22, 2004 through June 19, 2005 101.6% 2009 and thereafter 100.000----------------------------------------------------------------------------------------------- Thereafter 100.8% ----------------------------------------------------------------------------------------------- If less fewer than all the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; select the particular Notes to be redeemed from the Outstanding Notes by the methods as provided that no Notes in the Indenture. If any Note selected for partial redemption is converted in part before termination of $1,000 or less the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed to be the portion selected for redemption (provided, however, that the Holder of such Note so converted and deemed redeemed in partshall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note). Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder Notes which have been converted during a selection of Notes to be redeemed at its registered address. Notices may be treated by the Trustee as Outstanding for the purpose of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemptionselection. On and after the redemption dateRedemption Date, interest and Liquidated Damages, if any, cease ceases to accrue on Notes or portions of them Notes called for redemption (redemption, unless the Issuers fail Company defaults in the payment of the Redemption Price and accrued and unpaid interest. Notice of redemption will be given by the Company to redeem such the Holders as provided in the Indenture. No sinking fund is provided for the Notes).

Optional Redemption. Prior to May 1, 2007, (a) The Notes shall be redeemable by the Notes will be redeemableCompany, in whole, at any time, or whole but not in part, from time to timefor cash, at the option Redemption Price, upon the occurrence of a Tax Event, a Rating Agency Event or a Treasury Stock Event (collectively, a “Special Event” and any redemption of the Issuers Notes upon not less than 30 nor more than 60 days' notice at the occurrence of a redemption price equal Special Event, a “Special Event Redemption”) in accordance with, and subject to the sum of 100% of limitations set forth in, clauses (i), (ii) and (iii) below. (i) The Company may, at its option, redeem the principal amount thereofNotes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable whole but not in wholepart, at any time during the continuance of a Tax Event; provided that (x) the Company shall be required to deliver the relevant Notice of Special Event Redemption in respect of any Tax Event not later than 220 days following the occurrence of such Tax Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Tax Event, or specify a Redemption Date in respect of a Tax Event, during an Optional Deferral Period. (ii) The Company may, at its option, redeem the Notes, in whole but not in part, from at any time during the continuance of a Rating Agency Event; provided that (x) the Company shall be required to timedeliver the relevant Notice of Special Event Redemption in respect of any Rating Agency Event not later than 220 days following the occurrence of such Rating Agency Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Rating Agency Event, or specify a Redemption Date in respect of a Rating Agency Event, during an Optional Deferral Period. (iii) The Company may, at its option, redeem the Notes, in whole but not in part, at any time during the continuance of a Treasury Stock Event; provided that (x) the Company shall be required to deliver the relevant Notice of Special Event Redemption in respect of any Treasury Stock Event not later than 220 days following the occurrence of such Treasury Stock Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Treasury Stock Event, or specify a Redemption Date in respect of a Treasury Stock Event, during an Optional Deferral Period. (b) On or after June 6, 2029, the Company may redeem (a “Simple Redemption” and, together with any Special Event Redemption, an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation), at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriateRedemption Price; provided that no Notes of $1,000 or less the Company shall be redeemed in part. Notices of redemption not, and the Company shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed permitted to, issue a Notice of Simple Redemption, or specify a Redemption Date in part onlyrespect of a Simple Redemption, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)during an Optional Deferral Period.

Optional Redemption. Prior to May 1April 15, 20072032 (the “Par Call Date”), the Notes will be redeemableCompany may redeem the Securities at its option, in whole, at any time, whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the option greater of: (i) (a) the sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points less than 30 nor more than 60 days' notice (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereofof the Securities being redeemed, plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if redeemed during the twelve-month period beginning on May 1, absent manifest error. Notice of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee mailed or electronically delivered (or otherwise transmitted in compliance accordance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail Depositary’s procedures) at least 30 10 but not more than 60 days before the redemption date to each Holder of Notes the Securities to be redeemed. In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed at its registered address. Notices of redemption may not be conditionalin part. If any Note Security is to be redeemed in part only, the notice of redemption that relates to such Note shall the Security will state the portion of the principal amount thereof of the Security to be redeemed. A new Note Security in a principal amount equal to the unredeemed portion thereof of the Security will be issued in the name of the Holder thereof of the Security upon surrender for cancellation of the original NoteSecurity. Notes called for For so long as the Securities are held by the Depository, the redemption become due of the Securities shall be done in accordance with the policies and procedures of the depositary. Unless the Company defaults in payment of the redemption price, on the date fixed for redemption. On and after the redemption date, date interest and Liquidated Damages, if any, will cease to accrue on Notes the Securities or portions of them thereof called for redemption. This Security is also subject to redemption (unless to the Issuers fail to redeem such Notes)extent provided in Section 14.01 of the Base Indenture.

Optional Redemption. Prior to May 1, 2007, the Notes will be redeemable, in whole, at At any time, or in part, time and from time to timetime prior to the Par Call Date, the Company may, at the option its option, redeem all or any portion of the Issuers upon Notes, on not less than 30 10 nor more than 60 days' prior notice mailed to the Holders of the Notes to be redeemed in accordance with Section 3.02 of the Indenture, at a redemption price equal to the sum greater of (a) 100% of the principal amount thereofof the Notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus, in each case, accrued and unpaid interest and Liquidated Damages, if any, thereon to on the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, principal amount of the Notes will to be redeemable in wholeredeemed to, at but excluding, such redemption date. At any time or in part, and from time to timetime on or after the Par Call Date, the Company may, at the option its option, redeem all or any portion of the Issuers upon Notes, on not less than 30 10 nor more than 60 days' noticeprior notice mailed to the Holders of the Notes to be redeemed in accordance with Section 3.02 of the Indenture, at a redemption price equal to 100% of the redemption prices (expressed as percentages principal amount of principal amount) set forth below the Notes to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon to on the redemption date, if redeemed during the twelve-month period beginning on May 1, principal amount of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered addressto, but excluding, such redemption date. Notices The Trustee shall have no obligation to calculate the redemption price of redemption may not be conditional. If any Note is Notes to be redeemed in part only, the notice of redemption that relates pursuant to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)this Supplemental Indenture.

Optional Redemption. Prior to May 1, 2007, the Notes will be redeemable, in whole, at (a) At any time, or in part, time and from time to time, with respect to the 2025 Notes, prior to April 1, 2025, and, in the case of the 2030 Notes, at any time prior to February 1, 2030, the Company may redeem, in whole or in part, the Notes of the applicable series at a price equal to the greater of (i) 100% of the principal amount of the Notes of such series redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments that would be due if the Notes of such series being redeemed on that redemption date matured on the applicable Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the option Treasury Rate plus 50 basis points; provided, that if the Company redeems any Notes of a series on or after the applicable Par Call Date, the redemption price for the Notes of such series will equal 100% of the Issuers principal amount of the Notes to be redeemed; provided further, that the redemption price will include, in each case, accrued and unpaid interest, if any, to, but excluding, the applicable redemption date on the principal amount of Notes of such series to be redeemed (subject to the right of the Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such redemption date). The Company, and not the Trustee, shall be responsible for calculating the redemption price. Promptly after the calculation thereof, the Company shall give the Trustee notice of the amount of the redemption price. (b) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of any series accept an Offer to Purchase following a Change of Control Triggering Event and the Company purchases all of the Notes of such series held by such Holders, the Company will have the right, upon not less than 30 15 nor more than 60 days' notice ’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes of such series that remain outstanding following such purchase at a redemption price equal to the sum of 100101% of the aggregate principal amount thereofof Notes redeemed, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to, but excluding, the date of redemption, subject to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option right of the Issuers upon not less than 30 nor more than 60 days' notice, at Holders of record on the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid relevant Regular Record Date to receive interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning due on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, an Interest Payment Date that is on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates prior to such Note shall state the portion date of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior (a) Subject to May 1, 2007Section 1.02 hereof, the provisions of Article XI of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. (b) At any time before the 2026 Par Call Date, the 2026 Notes will shall be redeemable, in whole, as a whole at any time, time or from time to time in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Company’s option, at a redemption price equal to the sum greater of (i) 100% of the aggregate principal amount thereofof the applicable 2026 Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of such 2026 Notes, discounted to the redemption date 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 15 basis points, plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, thereon to the redemption date for such 2026 Notes. The redemption price shall be determined by the Company and the Make-Whole Amount (as defined in Trustee shall have no duty to verify any such determination made by the Indenture)Company. On or after May 1, 2007the 2026 Par Call Date, the 2026 Notes will shall be redeemable in wholeredeemable, as a whole at any time or from time to time in part, from time to timeat the Company’s option, at the option a redemption price equal to 100% of the Issuers upon not less than 30 nor more than 60 days' noticeaggregate principal amount of the applicable Notes to be redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date for such Notes. (c) At any time before the 2028 Par Call Date, the 2028 Notes shall be redeemable, as a whole at any time or from time to each Holder time in part, at the Company’s option, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the applicable 2028 Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of such 2028 Notes, discounted to the redemption date 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 20 basis points, plus accrued and unpaid interest thereon to, but excluding, the redemption date for such 2028 Notes. The redemption price shall be determined by the Company and the Trustee shall have no duty to verify any such determination made by the Company. On or after the 2028 Par Call Date, the 2028 Notes shall be redeemable, as a whole at its registered address. Notices any time or from time to time in part, at the Company’s option, at a redemption price equal to 100% of the aggregate principal amount of the applicable Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption may not date for such Notes. (d) At any time before the 2031 Par Call Date, the 2031 Notes shall be conditional. If redeemable, as a whole at any Note is time or from time to time in part, at the Company’s option, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the applicable 2031 Notes to be redeemed in part onlyand (ii) the sum of the present values of the Remaining Scheduled Payments of such 2031 Notes, discounted to the redemption date 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 20 basis points, plus accrued and unpaid interest thereon to, but excluding, the notice of redemption that relates date for such 2031 Notes. The redemption price shall be determined by the Company and the Trustee shall have no duty to verify any such Note determination made by the Company. On or after the 2031 Par Call Date, the 2031 Notes shall state be redeemable, as a whole at any time or from time to time in part, at the portion Company’s option, at a redemption price equal to 100% of the aggregate principal amount thereof of the applicable Notes to be redeemed. A new Note in principal amount equal , plus accrued and unpaid interest thereon to, but excluding, the redemption date for such Notes. (e) Notwithstanding Section 4.02(b), Section 4.02(c) and Section 4.02(d) above, installments of interest on a series of Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the unredeemed portion thereof will be issued in the name registered Holders as of the Holder thereof upon cancellation close of business on the relevant Record Date in accordance with the provisions of such Notes of the original Note. Notes called for redemption become due on applicable series and the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Indenture.

Optional Redemption. Prior to May 1, 2007, the (a) The Notes will shall be redeemable, in wholeeach case, at any time, in whole or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Company at any time and from time to time at a redemption price equal to the sum of greater of: (i) 100% of the principal amount thereofof the Notes to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 30 basis points, plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut not including, thereon the Redemption Date. (b) If the Company elects to redeem the Notes pursuant to the optional redemption provisions of Section 4.01(a) hereof, at least 30 days prior to the redemption date and the Make-Whole Amount (as defined unless a shorter notice shall be agreed to in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made writing by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 Trustee) but not more than 60 days before the Redemption Date, the Company shall furnish to the Trustee an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption date shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. (c) If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata basis or on as nearly a pro rata basis as is practicable. The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof; 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 an integral multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (d) In the case of any redemption, at least 30 days but no more than 60 days before the redemption date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at its such Holder’s registered addressaddress appearing on the register. Notices of redemption may not be conditional. If any Note is The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, if any) and shall state: (i) the Redemption Date; (ii) the principal amount of the Notes that are being redeemed; (iii) the appropriate calculation of the redemption price, but need not include the actual redemption price; the actual redemption price shall be set forth in part onlyan Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date; (e) if fewer than all outstanding Notes are to be redeemed, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof of such Notes to be redeemed. A redeemed and that, after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued in issued; (f) the name and address of the Holder thereof upon cancellation of the original Note. Paying Agent; (g) that Notes called for redemption become due must be surrendered to the Paying Agent to collect the redemption price; (h) that unless the Company defaults in making the redemption payment, interest on the date fixed Notes called for redemption. On redemption ceases to accrue on and after the redemption date; (i) if such notice is conditioned upon the occurrence of one or more conditions precedent, interest and Liquidated Damagesthe nature of such conditions precedent; (j) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (k) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, cease listed in such notice or printed on the Notes. The Company may state in the notice of redemption that payment of the redemption price and performance of its obligations with respect to accrue on Notes redemption or portions purchase may be performed by another Person. At the Company’s request, the Trustee shall give the notice of them called for redemption (unless in the Issuers fail Company’s name and at its expense; provided, that the Company shall have delivered to redeem the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such Notesnotice and attaching a copy of such notice, which shall set forth the information to be stated in such notice as provided in this Section 4.01(k). (l) For purposes of this Section 4.01, the following definitions are applicable:

Optional Redemption. Prior to May 1(a) At any time on or after September 20, 20072016, the Notes will be redeemable, in wholeCompany may, at any timeits option, or in partredeem the outstanding Notes, from time to timeexcept for the Notes that the Company shall repurchase under Section 15.02, at the option of the Issuers upon not less than 30 nor more than 60 days' notice for cash at a redemption price Redemption Price equal to the sum of 100% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesto, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007but excluding, the Notes will be redeemable Redemption Date, in whole, at any time whole or in part, from time to time, at if the option Last Reported Sale Prices of the Issuers upon not less than ADSs for 20 or more Trading Days in a period of 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, thereon consecutive Trading Days ending within 10 Trading Days immediately prior to the redemption date, if redeemed during the twelve-month period beginning on May 1, date of the following years: Year Percentage ------------------- ---------- 2007 105.313Redemption Notice, exceeds 130% 2008 102.656% 2009 and thereafter 100.000% of the applicable Conversion Price in effect on each such Trading Day. If less than all of the outstanding Notes are to be redeemed at any timeredeemed, selection then (i) in the case of Notes for redemption will be made by one or more Physical Notes, the Trustee will select such Notes to be redeemed in compliance with the requirements principal amounts of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listedUS$1,000 or multiples of US$1,000 by lot, on a pro rata basis, by lot basis or by such another method as the Trustee shall deem considers reasonable, fair and appropriate; provided , and (ii) in the case of one or more Global Notes, such Notes or any portion thereof that no Notes of $1,000 or less are to be redeemed shall be selected by the Depositary in accordance with its applicable policies and procedures. If a portion of the Notes is selected for redemption and the Holder converts a portion of the Notes in accordance with this Indenture, the converted portion will be deemed to be of the portion selected for redemption. If Notes are redeemed on a date that is after a Regular Record Date for the payment of interest and prior to the corresponding Interest Payment Date, the Company shall not pay accrued interest to the Holder of Notes being redeemed, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In the event of any redemption in part. Notices , the Company shall not be required to (i) issue, register the transfer of or exchange any Notes during a period beginning at the open of business 15 days before any selection for redemption of notes and ending at the close of business on the earliest date on which the relevant notice of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date is deemed to each Holder have been given to all Holders of Notes to be redeemed or (ii) register the transfer of or exchange any Notes so selected for redemption, in whole or in part, except the unredeemed portion of any notes being redeemed in part. No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Redemption Price with respect to such Notes). (b) If the Company intends to redeem Notes pursuant to the provisions of Section 16.01 hereof, it shall notify the Trustee in writing no less than 35 Scheduled Trading Days nor more than 60 calendar days prior to the Redemption Date (the “Redemption Notice”). The Redemption Notice will be delivered to the Holders at its registered addresstheir addresses shown in the Note Register of the Note Registrar and to beneficial owners as required by applicable law. All Redemption Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption shall state: (A) that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of has a right to convert the original Note. Notes called for redemption become due on upon satisfaction of the date fixed for redemption. On requirements therefor set forth in this Indenture; (B) the principal amount of the Notes to be redeemed, including the CUSIP and after ISIN numbers of the redemption dateNotes; (C) the Redemption Date; (D) the Redemption Price and interest accrued and unpaid to, interest and Liquidated Damagesbut excluding, the Redemption Date, if any; (E) that on the Redemption Date the Redemption Price and interest to, cease but excluding, the Redemption Date, will become due and payable upon each such Note to accrue be redeemed; (F) the Conversion Rate in effect, the date on which the right to convert the Notes to be redeemed will terminate, which will be the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date, and the places where such Notes may be surrendered for conversion; (G) the place or places where such Notes are to be surrendered for payment of the Redemption Price and interest; and (H) the procedure that Holders must follow. The notice given shall specify the last date on which exchanges or transfers of Notes may be made pursuant to Section 2.05, and shall specify the serial numbers of Notes and the portions of them thereof called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior (a) The provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to May 1the Notes. (b) On or after [March 24]1, 20072022 and prior to March 2, 2024, the 2024 Notes will shall be redeemable, in whole, at any time, as a whole or in part, from time to time, at the option of the Issuers upon Company’s option, on at least 10 days, but not less than 30 nor more than 60 days' , prior notice electronically delivered or mailed to each registered Holder of the 2024 Notes to be redeemed, at a redemption price Redemption Price equal to the sum greater of (i) 100% of the principal amount thereofof the 2024 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such 2024 Notes matured on March 2, 2024, discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2024 Notes; provided, however, if the Redemption Date is after a 2024 Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2024 Regular Record Date. 1 Note that this date on the execution version of the supplemental indenture will be 181 days after the settlement date of the exchange offer. (c) On or after March 2, 2024, the 2024 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2024 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest and Liquidated Damagesto, if anybut not including, thereon to the redemption date and the Make-Whole Amount Redemption Date for such 2024 Notes. (as defined in the Indenture). d) On or after May [March 24]2, 2022 and prior to January 1, 20072025, the 2025 Notes will shall be redeemable in wholeredeemable, at any time as a whole or in part, from time to time, at the option of the Issuers upon Company’s option, on at least 10 days, but not less than 30 nor more than 60 days' notice, prior notice electronically delivered or mailed to each registered Holder of the 2025 Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2025 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the redemption prices Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2025 Notes; provided, however, if the Redemption Date is after a 2025 Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2025 Regular Record Date. (expressed e) On or after January 1, 2025, the 2025 Notes shall be redeemable, as percentages a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2025 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount) set forth below amount of the 2025 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such 2025 Notes. (f) On or after [March 24]2, 2022 and Liquidated Damagesprior to January 1, 2027, the 2027 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2027 Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2027 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such 2027 Notes matured on January 1, 2027, discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2027 Notes; provided, however, if the Redemption Date is after a 2027 Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2027 Regular Record Date. 2 Note that this date on the execution version of the supplemental indenture will be 181 days after the settlement date of the exchange offer. (g) On or after January 1, 2027, the 2027 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2027 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount of the 2027 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such 2027 Notes. (h) On or after [March 24]3, 2022 and prior to July 1, 2029, the 2029 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2029 Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2029 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such 2029 Notes matured on July 1, 2029, discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2029 Notes; provided, however, if the Redemption Date is after a 2029 Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2029 Regular Record Date. (i) On or after July 1, 2029, the 2029 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2029 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such 2029 Notes. (j) If the Redemption Date for any series of Notes herein is after a Regular Record Date for such series of Notes and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the applicable Regular Record Date. (k) On and after the Redemption Date for the applicable series of Notes to be redeemed, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for such Notes, thereon the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the redemption date, if redeemed during the twelve-month period beginning on May 1, Redemption Price of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the applicable series of Notes are to be redeemed at any timeon the Redemption Date, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangeand accrued and unpaid interest, if any, on which such Notes. If less than all of the applicable series of Notes are listed orto be redeemed, if such Notes to be redeemed shall be selected in accordance with the Notes are not so listedprocedures of the Depositary; provided, on a pro rata basishowever, by lot or by such method as the Trustee that in no event, shall deem fair and appropriate; provided that no Notes of a principal amount of $1,000 2,000 or less shall be redeemed in part. Notices 3 Note that this date on the execution version of the supplemental indenture will be 181 days after the settlement date of the exchange offer. (l) Notice of any redemption shall be electronically delivered or mailed by first class mail at least 30 10 days but not more than 60 days before the redemption date Redemption Date to each Holder of the applicable series of Notes to be redeemed redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at its registered addressleast 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Notices of redemption may not be conditional. If any Note Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be redeemed in part onlydetermined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the notice actual Redemption Price, calculated as described above in clause (b) or (c) in the case of the 2024 Notes, in clause (d) or (e) in the case of the 2025 Notes, in clause (f) or (g) in the case of the 2027 Notes, or in clause (h) or (i) in the case of the 2029 Notes, shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued having been given as provided in the name Indenture, the applicable series of the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due and payable on the date fixed for redemption. On Redemption Date and after at the redemption dateapplicable Redemption Price, interest plus accrued and Liquidated Damagesunpaid interest, if any, cease to accrue on Notes or portions of them called for redemption (unless to, but not including, the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. (a) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. (b) Prior to May 1, 2007the Par Call Date, the Issuer may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the option greater of: (A) the sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less than 30 nor more than 60 days' notice (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereof, of each Note to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon to on the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices to, but not including, such Redemption Date. (c) Any notice of any redemption 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 be conditional. limited to, completion of an equity offering or other corporate transaction. (d) If any Note is the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion manner described under Section 3.02 of the principal amount thereof Thirty-Fourth Supplemental Indenture. (e) Any redemption pursuant to this paragraph 5 shall be redeemed. A new Note in principal amount equal made pursuant to the unredeemed portion thereof will be issued in the name provisions of Sections 3.01 through 3.06 of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Thirty-Fourth Supplemental Indenture.

Optional Redemption. Prior to May 1, 2007, (a) The Company may redeem the Notes will be redeemableat the Company’s option, in whole, at any time, or but not in part, from time to time, at on the option Par Call Date but not prior thereto (except upon the occurrence of the Issuers upon not less than 30 nor more than 60 days' notice events described in Section 3.02 (b)), at a redemption price equal to 100% of the sum aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to but excluding, the Redemption Date. The Company may also redeem the Notes at the Company’s option, in whole or in part, at any time and from time to time on or after January 28, 2032 (30 days prior to the Maturity Date) at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. (b) The Notes may not otherwise be redeemed prior to the Maturity Date, except that on at least 30 days but no more than 60 days prior written notice delivered to the Holders, the Company may also, at its option, redeem the Notes, in whole, but not in part, at a redemption price equal to 100% of the principal amount thereof, of the Notes being redeemed plus accrued and unpaid interest and Liquidated Damagesto, if anybut excluding, thereon the Redemption Date, within 90 days of the occurrence of a Tax Event or a 1940 Act Event. (c) Prior to giving any notice to the redemption date Holders pursuant to Section 3.02(b), the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate certifying that (i) a Tax Event or a 1940 Act Event has occurred and (ii) the Company is entitled to redeem the Notes in accordance with Section 3.02(b), and the Make-Whole Amount Trustee may conclusively rely on such Opinion of Counsel and Officers’ Certificate. (as defined d) The Company’s actions and determinations in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice, at determining the redemption prices (expressed as percentages of principal amount) set forth below plus accrued price shall be conclusive and unpaid interest and Liquidated Damagesbinding for all purposes, if any, thereon to absent manifest error. The Trustee shall not be responsible for calculating the redemption date, if redeemed during the twelve-month period beginning on May 1, price or any component thereof. (e) Notice of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee mailed or electronically delivered (or otherwise transmitted in compliance accordance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail Depositary’s procedures) at least 30 10 days but not more than 60 days before the redemption date Redemption Date to each Holder holder of Notes to be redeemed redeemed. Any such notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent that must be satisfied prior to our obligation to redeem the Notes subject to such notice of redemption, including, but not limited to, completion of an equity offering, refinancing or other corporation transaction. If such redemption is subject to satisfaction of one or more conditions precedent, such notice will describe each such condition, and if applicable, will state that, in the Company’s discretion, the Redemption Date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Company in its registered address. Notices of sole discretion), or that such redemption may not occur and such notice may be conditionalrescinded in the event that any or all such conditions are not satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date as so delayed, or that such notice may be rescinded at any time in the Company’s discretion if as determined in good faith by the Company, any or all of such conditions will not be satisfied. The Company will provide the Trustee with written notice of the satisfaction or waiver of such conditions precedent, the delay of such redemption or the rescission of such notice of redemption prior to the close of business on the Business Day prior to the Redemption Date in the same manner that the related notice of redemption was given to the Trustee, and the Trustee will send a copy of such notice to the Trustee to the Holders in the same manner that the related notice of redemption was given to such Holders. (f) In the case of a partial redemption, selection of the Notes for redemption will be made pro rata or by lot. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such the Note shall will state the portion of the principal amount thereof of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of the Note will be issued in the name of the Holder thereof holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes called for are held by DTC (or another depositary), the redemption become due of the Notes shall be done in accordance with the policies and procedures of the Depositary. (g) Unless the Company defaults in payment of the redemption price, on the date fixed for redemption. On and after the redemption date, Redemption Date interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them thereof called for redemption redemption. (unless h) In addition to the Issuers fail Company’s right to redeem such Notes)the Notes as set forth above in this Section 3.02, the Company may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise.

Optional Redemption. Prior The provisions of Article Eleven of the Indenture shall apply to May this Note, as supplemented or amended by the following paragraphs. The Notes will be redeemable, at the Operating Partnership’s sole option, in whole at any time or in part from time to time, in each case prior to July 15, 2024, for cash, at a Redemption Price equal to the greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed or (2) an amount equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed, 2007not including any portion of the payments of interest accrued to, but not including, such Redemption Date, discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.35%, plus, in each case (1) and (2), accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but not including, such Redemption Date. In addition, at any time on or after July 15, 2024, the Notes will be redeemable, at the Operating Partnership’s sole option, in whole, whole at any time, time or in part, part from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice for cash, at a redemption price Redemption Price equal to the sum of 100% of the aggregate principal amount thereof, of the Notes to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangeinterest, if any, on which the Notes are listed or, if principal amount of the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered addressto, but not including, such Redemption Date. Notices of redemption may not Notwithstanding the foregoing, interest will be conditional. If any Note is payable to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion Holders of the principal amount thereof Notes on the Regular Record Date applicable to be redeemedan interest payment date falling on or before such Redemption Date. A new Note in principal amount equal The following definitions will apply with respect to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).foregoing:

Optional Redemption. (a) Prior to May 1, 2007the Par Call Date, the Company may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the option greater of: (a) the sum of the Issuers upon not present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the applicable Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 25 basis points for the Notes less than 30 nor more than 60 days' notice (b) interest accrued to, but excluding, the applicable date of redemption, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but excluding, the applicable Redemption Date. (b) On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the sum of 100% of the principal amount thereof, of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. (c) The Company’s actions and Liquidated Damages, if any, thereon to determinations in determining the redemption date price shall be conclusive and the Make-Whole Amount binding for all purposes, absent manifest error. (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amountd) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less fewer than all of the Notes are to be redeemed at any timeredeemed, selection of Notes the Paying Agent will select the particular notes or portions thereof for redemption from the outstanding Notes not previously called, pro rata or by lot, or in such other manner as the Company will be made by the Trustee direct each in compliance accordance with the requirements Depositary’s procedures. (e) Unless the Company defaults in payment of the principal national securities exchange, if anyredemption price, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption dateany Redemption Date, interest and Liquidated Damages, if any, will cease to accrue on Notes the Notes, or portions of them thereof, called for redemption. (f) Any notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent with respect to completion of a corporate transaction (unless including, but not limited to, any merger, acquisition, disposition, asset sale or corporate restructuring or reorganization) or financing (including, but not limited to, any incurrence of indebtedness (or entering into a commitment with respect thereto), sale and leaseback transaction, issuance of securities, equity offering or contribution, liability management transaction or other capital raise) and may be given prior to the Issuers fail completion thereof. If a redemption is subject to redeem such Notes)satisfaction of one or more conditions precedent, the notice shall describe each condition, and the notice may be rescinded in the event that any or all of the conditions shall not have been satisfied on or prior to the Redemption Date. Any notice of redemption may provide that payment of the redemption price and the Company’s obligations with respect to the redemption may be performed by another person.

Optional Redemption. Prior to May 1, 2007, (a) The Notes shall be redeemable by the Notes will be redeemableCompany, in whole, at any time, or whole but not in part, from time to timefor cash, at the option Redemption Price, upon the occurrence of a Tax Event, a Rating Agency Event or a Treasury Stock Event (collectively, a “Special Event” and any redemption of the Issuers Notes upon not less than 30 nor more than 60 days' notice at the occurrence of a redemption price equal Special Event, a “Special Event Redemption”) in accordance with, and subject to the sum of 100% of limitations set forth in, clauses (i), (ii) and (iii) below. (i) The Company may, at its option, redeem the principal amount thereofNotes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable whole but not in wholepart, at any time during the continuance of a Tax Event; provided that (x) the Company shall be required to deliver the relevant Notice of Special Event Redemption in respect of any Tax Event not later than 220 days following the occurrence of such Tax Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Tax Event, or specify a Redemption Date in respect of a Tax Event, during an Optional Deferral Period. (ii) The Company may, at its option, redeem the Notes, in whole but not in part, from at any time during the continuance of a Rating Agency Event; provided that (x) the Company shall be required to timedeliver the relevant Notice of Special Event Redemption in respect of any Rating Agency Event not later than 220 days following the occurrence of such Rating Agency Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Rating Agency Event, or specify a Redemption Date in respect of a Rating Agency Event, during an Optional Deferral Period. (iii) The Company may, at its option, redeem the Notes, in whole but not in part, at any time during the continuance of a Treasury Stock Event; provided that (x) the Company shall be required to deliver the relevant Notice of Special Event Redemption in respect of any Treasury Stock Event not later than 220 days following the occurrence of such Treasury Stock Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Treasury Stock Event, or specify a Redemption Date in respect of a Treasury Stock Event, during an Optional Deferral Period. #98368004v14 (b) On or after June 6, 2029, the Company may, at its option, redeem (a “Provisional Redemption” and, together with any Special Event Redemption, an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation), at the option Redemption Price, if the Last Reported Sale Price of the Issuers upon not less than 30 nor more than 60 days' notice, Common Stock has been at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, least 130% of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and thereafter 100.000% If less than all including, the Notes are to be redeemed at any time, selection of Notes for redemption will be made by Trading Day immediately preceding the Trustee in compliance with the requirements of the principal national securities exchange, if any, date on which the Notes are listed or, if Company provides the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriateNotice of Provisional Redemption in accordance with Section 16.02; provided that no Notes of $1,000 or less the Company shall be redeemed in part. Notices of redemption not, and the Company shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed permitted to, issue a Notice of Provisional Redemption, or specify a Redemption Date in part onlyrespect of a Provisional Redemption, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)during an Optional Deferral Period.

Optional Redemption. (a) Prior to May 1, 2007the date that is three months prior to the scheduled maturity date of the Notes (the “Par Call Date”), the Notes will be redeemableCompany may redeem the Notes, in wholewhole or from time to time in part, at a Redemption Price equal to the greater of (i) 100% of the principal amount of such Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (assuming for this purpose that interest accrued to the Par Call Date is scheduled to be paid on the Par Call Date) from the Redemption Date to the Par Call Date of the Notes discounted in either case to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in either (i) or (ii), any interest accrued but not paid 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). For the avoidance of doubt, any calculation of the remaining scheduled payments of principal and interest pursuant to clause (ii) of the preceding sentence shall not include interest accrued as of the Redemption Date. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time, or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of 100% of the principal amount thereof, plus any interest accrued and unpaid interest and Liquidated Damagesbut not paid to, if anybut not including, thereon the Redemption Date (subject to the redemption date and right of Holders of record on the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time relevant Record Date to time, at the option of the Issuers 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 receive interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notesrelevant Interest Payment Date).

Optional Redemption. Prior to May 1Beginning on or after February 3, 20072027, the Issuer may redeem the Notes will be redeemable, in whole, at any time, whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 10 days, at the option of the Issuers upon but not less than 30 nor more than 60 days' , prior notice at a redemption price electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”). If any or all of the Notes are redeemed on or after February 3, 2027, the Redemption Price (calculated by the Company) will be equal to the sum of 100% of the principal amount thereof, of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes. On and Liquidated Damagesafter the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture)on such Notes. On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all of the Notes are to be redeemed, the Notes to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee selected in compliance accordance with the requirements procedures of the principal national securities exchangeDepositary; provided, if anyhowever, on which the Notes are listed orthat in no event, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of a principal amount of $1,000 2,000 or less shall be redeemed in part. Notices Notice of any redemption shall be electronically delivered or mailed by first class mail at least 30 10 days but not more than 60 days before the redemption date Redemption Date to each Holder of the Notes to be redeemed redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at its registered addressleast 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Notices of redemption may not be conditional. If any Note Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be redeemed in part onlydetermined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the notice actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued having been given as provided in the name of Indenture, the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due and payable on the date fixed for redemption. On Redemption Date and after at the redemption dateapplicable Redemption Price, interest plus accrued and Liquidated Damagesunpaid interest, if any, cease to accrue on Notes or portions of them called for redemption (unless to, but not including, the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. Prior to May 1, 2007, the The Notes will be redeemable, in whole, at any time, whole or in part, from time to time, at the option of the Issuers Company, until 60 days prior to the expiration of the Initial Interest Rate Period at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (not including the portion of any such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus, in each case, accrued interest to the date of redemption, such redemption price to be set forth in an Officers' Certificate delivered to the Trustee before the redemption date and upon which the Trustee may conclusively rely. The Notes will then be subject, at any time, subject to certain exceptions, to the optional redemption by the Company commencing 60 days after the Initial Interest Rate Period. If less than all of the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the particular Notes or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days' days prior to the date fixed for redemption to the holders of Notes to be redeemed (which, as long as the Notes are held in the book-entry only system, will be DTC (or its nominee) or a successor Depositary); provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of Notes as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the Company shall default in the payment of the Notes or portions thereof to be redeemed at the applicable redemption price, together with interest accrued thereon to such date), interest on the Notes or the portions thereof so called for redemption shall cease to accrue. No notice of redemption of the Notes will be mailed during the continuance of any event of default under the Indenture, except that (i) when notice of redemption of any Notes has been mailed, the Company shall redeem such Notes but only if funds sufficient for that purpose have prior to the occurrence of such event of default been deposited with the Trustee or a paying agent for such purpose, and (ii) notices of redemption of all outstanding Notes may be given during the continuance of an event of default under the Indenture. Any notice of redemption given at the option of the Company may state that such redemption will be conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Notes and that if such money has not been so received, such notice will be of no force and effect and the Company will not be required to redeem such Notes. PURCHASE AND REDEMPTION OF NOTES Special Mandatory Purchase. Notes which have not been remarketed by 12:00 noon, New York City time, on an Interest Rate Adjustment Date for such Notes will be purchased by the Company directly or through a Liquidity Provider pursuant to the Special Mandatory Purchase Right. In such event, either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of the Notes subject to Special Mandatory Purchase prior to 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of such unremarketed Notes, equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon . In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007advance funds for whatever reason thereunder, the Notes Company will be redeemable in whole, at any time or in part, from time obligated to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning purchase such unremarketed Notes on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption such Interest Rate Adjustment Date. The Company will be made by responsible for paying the Trustee in compliance with the requirements of the principal national securities exchangeaccrued interest, if any, on which such Notes by depositing sufficient same- day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) prior to 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations therein set forth, the transfer of the Notes are listed oris registrable in the Security Register, if upon surrender of such Notes for registration of transfer at the Notes are not so listed, on a pro rata basis, by lot office or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion agency of the Company in any place where the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damagespremium, if any, cease and any interest on the Notes are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Company and the Security Registrar or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to accrue on the designated transferee or transferees. The Notes are issuable only in fully registered form in a minimum denomination of $100,000 and increments of $1,000 thereafter. The Notes of any series will be exchangeable for other Notes of the same series of any authorized denominations and of a like aggregate principal amount and tenor. The Notes may be presented for exchange or portions registration of them called transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the office of the Trustee maintained in the Borough of Manhattan, The City of New York, for redemption (unless such purpose with respect to any series of Notes, without service charge but upon payment of any taxes and other governmental charges as described in the Issuers fail to redeem such Notes)Indenture. Such transfer or exchange will be effected upon the Company and the Trustee being satisfied with the documents of title and indemnity of the person making the request.

Optional Redemption. Prior to May 1, 2007, (a) The Company may redeem the Notes will be redeemable, in whole, at any time, whole or in part, from time to time, at the option of the Issuers part upon not less than 30 10 nor more than 60 days' notice ’ notice, at a redemption price equal to the sum of 100% of the principal amount thereof, of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the first Reset Date and Liquidated Damagesending on and including the first Reset Date and (ii) after the first Reset Date, if anyon any Interest Payment Date. (b) If notice of redemption is given pursuant to Section 2.06(a) above, the Notes so to be redeemed will, on the redemption date (subject, in the case of a conditional redemption, to the satisfaction of all conditions precedent), become due and payable at the redemption price together with any accrued and unpaid interest thereon, and from and after such date (unless the Company has defaulted in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. If any Notes called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate then applicable to the Notes. (c) In addition, the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, following the occurrence of a Tax Event, at the (d) If at the time notice of redemption is given pursuant to Section 2.06(c) above, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Tax Event Redemption Date and such notice shall be of no effect unless such moneys are so received. (e) In addition, the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, for the Notes following the occurrence of a Rating Agency Event, at 102% of their principal amount plus any accrued and unpaid interest thereon to the redemption date date. (f) If, at the time a notice of redemption is given, (i) the Company has not effected satisfaction and discharge or defeasance of the Notes as described in Article IX and (ii) such notice of redemption is not being given in connection with or in order to effect satisfaction and discharge or defeasance of the Notes, then, if the notice of redemption so provides and at the Company’s option, the redemption may be subject to the condition that the Trustee shall have received, on or before the applicable redemption date, monies in an amount sufficient to pay the redemption price and accrued and unpaid interest on the Notes called for redemption to, but excluding, the redemption date. If monies in such amount are not received by the Trustee on or before such redemption date, such notice of redemption shall be automatically canceled and of no force or effect, such proposed redemption shall be automatically canceled, and the Make-Whole Amount Company shall not be required to redeem the Notes called for redemption on such redemption date. In the event that a redemption is canceled, the Company will, not later than the Business Day immediately following the proposed redemption date, deliver, or cause to be delivered, notice of such cancellation to the registered Holders of the Notes called for redemption (as defined which notice will also indicate that the Notes or portions thereof surrendered for redemption shall be returned to the applicable Holders), and the Company will direct the Trustee to, and the Trustee will, promptly return the Notes or portions thereof that have been surrendered for redemption to the applicable Holders. Unless the Company defaults in payment of the redemption price or the proposed redemption is canceled in accordance with the provisions set forth in this Section 2.06(f), on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption. (g) If less than all of the Notes are redeemed at any time, the Trustee will select the Notes or any portions thereof in integral multiples of $1,000 to be redeemed, by lot and, when the Notes are in the Indentureform of global securities, in accordance with the applicable procedures of The Depository Trust Company (“DTC”). On or after May 1. (h) Subject to the foregoing and to applicable law (including, 2007without limitation, United States federal securities laws), the Notes will be redeemable in wholeCompany or its affiliates may, at any time or in part, and from time to time, at purchase Outstanding Notes by tender, in the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot open market or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)private agreement.

Optional Redemption. Prior to May 1, 2007(a) Except as set forth below, the Issuer will not be entitled to redeem Notes will at its option prior to the Maturity Date. (b) The Issuer shall be redeemableentitled, at its option, to redeem the Notes, in whole, at any time, whole or in part, from at any time or times, pursuant to timeand in accordance with the terms of this paragraph 5. If the Notes are redeemed prior to the Par Redemption Date, at the option redemption price for the Notes to be redeemed will equal the greater of: 100% of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price aggregate principal amount of the Notes to be redeemed, and an amount equal to the sum of the present value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through the Par Redemption Date of interest on the Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date 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 40 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to such Redemption Date. If the Notes are redeemed on or after the Par Redemption Date, the redemption price for the Notes to be redeemed will equal 100% of the principal amount thereof, of such Notes plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to such redemption date. (c) Any notice of any redemption may be given prior to the redemption date thereof, and the Make-Whole Amount (as defined in the Indenture). On any such redemption or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to timenotice may, at the option Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction. (d) If the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If Issuer redeems less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangeoutstanding Notes, if any, on which the Notes are listed or, if Registrar and Paying Agent shall select the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion manner described under Section 3.02 of the principal amount thereof Twenty-Fourth Supplemental Indenture. (e) Any redemption pursuant to this paragraph 5 shall be redeemed. A new Note in principal amount equal made pursuant to the unredeemed portion thereof will be issued in the name provisions of Sections 3.01 through 3.06 of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Twenty-Fourth Supplemental Indenture.

Optional Redemption. (a) Prior to May 1August 15, 20072026, the Notes will be redeemable, in wholeCompany may, at its option, redeem some or all of the Notes at any time, time or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice time at a redemption price equal to the sum greater of the following amounts, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the applicable redemption date: (i) 100% of the principal amount thereofof the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points. On and after August 15, 2026, the Company may, at its option, redeem some or all of the Notes at any time or from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damageson the principal amount being redeemed to, if anybut not including, thereon the applicable redemption date. (b) The redemption prices of Notes to the be redeemed will be calculated assuming a 360-day year of twelve 30-day months. Notice of redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, of the Notes will be redeemable given as provided in whole, at any time or in part, from time to time, at the option Section 3.3 of the Issuers upon not Original Indenture. If the Company redeems less than 30 nor all of the Notes, the Trustee will select, not 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, thereon days prior to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the particular Notes are to be redeemed at any time, selection of Notes or portions thereof for redemption will be made by from the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the outstanding Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or previously called by such method as the Trustee shall deem deems fair and appropriate; provided that no Notes appropriate in accordance with the procedures of $1,000 or less shall be redeemed the Depository Trust Company. Unless the Company defaults in part. Notices the payment of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part onlyprice, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the applicable redemption date, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them the Notes called for redemption (unless the Issuers fail to redeem such Notes)redemption.

Optional Redemption. Prior to May 1, 2007, the The Notes will be redeemable, in whole, at any time, whole or in part, at the Corporation's option at any time and from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice time at a redemption price Redemption Price equal to the sum greater of (i) 100% of the principal amount thereof, plus accrued of the Notes to be redeemed and unpaid interest and Liquidated Damages, if any, thereon (ii) the sum of the present values of the Remaining Scheduled Payments discounted to the relevant Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points together with, in each case, accrued interest on the principal amount of the Notes to be redeemed to the Redemption Date. Notice of any redemption date will be mailed at least 30 days but not more than 45 days before the Redemption Date to each Holder of the Notes to be redeemed. On and after any Redemption Date, interest will cease to accrue on the Make-Whole Amount (as defined in the Indenture)Notes or any portion thereof called for redemption. On or after May 1, 2007before any Redemption Date, the Corporation shall deposit with the Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Notes will to be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% that Redemption Date. If less than all the Notes are to be redeemed, the Notes to be redeemed at any time, selection of Notes for redemption will shall be made selected by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less . The Redemption Price shall be redeemed in part. Notices of redemption calculated by the Independent Investment Banker and the Corporation, the Trustee and the Paying Agent shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date entitled to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to rely on such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)calculation.

Optional Redemption. Prior (a) At any time prior to May 1November 15, 20072024 (the “Early Call Date”), the Issuer may on any one or more occasions redeem the Notes, in whole or in part, at a redemption price, as determined by the Issuer, equal to the greater of: (A) 100% of the principal amount of the Notes to be redeemed; or (B) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if such Notes matured on the Early Call Date but for the redemption (exclusive of any portion of the payments of interest accrued to the date of redemption), discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 25 basis points, in each case, together with accrued but unpaid interest thereon to, but not including, the redemption date. (b) Except pursuant to the preceding paragraphs, the Notes will not be redeemable, in whole, at any time, or in part, from time to time, redeemable at the Issuer’s option prior to the Early Call Date. (c) On and after the Early Call Date, the Issuer may on any one or more occasions redeem all or a part of the Issuers upon not less than 30 nor more than 60 days' notice Notes, at a redemption price equal to the sum of 100% of the principal amount thereofof the Notes to be redeemed, plus accrued and but unpaid interest and Liquidated Damagesthereon to, if anybut not including, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).

Optional Redemption. Prior to May 1Beginning on or after April 21, 20072021, the Issuer may redeem the Notes will be redeemable, in whole, at any time, whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 10 days, at the option of the Issuers upon but not less than 30 nor more than 60 days' , prior notice at a mailed to the registered address of each Holder of the Notes (the “Redemption Date”). If any or all of the Notes are redeemed on or after April 21, 2021, the redemption price will be equal to the sum of 100% of the principal amount thereof, of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes. On and Liquidated Damagesafter the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture)on such Notes. On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all of the Notes are to be redeemed, the Notes to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee selected in compliance accordance with the requirements procedures of the principal national securities exchangeDepositary; provided, if anyhowever, on which the Notes are listed orthat in no event, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of a principal amount of $1,000 2,000 or less shall be redeemed in part. Notices Notice of any redemption shall be mailed by first class mail at least 30 10 days but not more than 60 days before the redemption date Redemption Date to each Holder of the Notes to be redeemed redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at its registered addressleast 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Notices of redemption may not be conditional. If any Note Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be redeemed in part onlydetermined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the notice actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued having been given as provided in the name of Indenture, the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due and payable on the date fixed for redemption. On Redemption Date and after at the redemption dateapplicable Redemption Price, interest plus accrued and Liquidated Damagesunpaid interest, if any, cease to accrue on Notes or portions of them called for redemption (unless to, but not including, the Issuers fail to redeem such Notes)Redemption Date.

Optional Redemption. Prior to May 1, 2007, the Notes The Company will be redeemable, in whole, at any time, or in part, from time to time, at have the option of redeeming any outstanding Stated Value of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal Preferred Stock ("OPTIONAL REDEMPTION") by paying to the sum Purchaser the greater of 100(i) 130% of such amount or (ii) a fraction, of which the principal numerator is the amount thereofof the Preferred Stock being redeemed and of which the denominator is the Fixed Conversion Price, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in Section 6(b) of the IndentureCertificate of Vote of Directors, together with accrued but unpaid dividends thereon and any and all other sums due, accrued or payable to the Purchaser arising under this Agreement, Certificate of Vote of Directors or any other document delivered herewith ("REDEMPTION AMOUNT") outstanding on the day notice of redemption ("NOTICE OF REDEMPTION") is delivered to a Purchaser ("REDEMPTION DATE"). On or after May 1, 2007, A Notice of Redemption may not be given in connection with any portion of Preferred Stock for which a Notice of Conversion has been given by the Notes will be redeemable in whole, Purchaser at any time before receipt of a Notice of Redemption or in part, from time to time, at the option of the Issuers 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, thereon given pursuant to the redemption datefollowing sentence. The Redemption Amount must be paid in immediately available funds to the Purchaser no later than the seventh (7th) business day after the Redemption Date ("OPTIONAL REDEMPTION PAYMENT DATE"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, if redeemed during then the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption Redemption Notice will be made null and void. A Notice of Redemption may be given by the Trustee in compliance with the requirements Company, provided no Event of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method Default as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued described in the name Certificate of the Holder thereof upon cancellation Vote of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes Directors shall have occurred or portions of them called for redemption (unless the Issuers fail to redeem such Notes)be continuing.

Optional Redemption. Prior (1) The provisions of Article 10 of the Base Indenture shall be applicable to May 1the Notes, 2007subject to the provisions of this Section 2.6. (2) The Company may, at its option, redeem the Notes will be redeemableNotes, in whole, at any time, whole or in part, from at any time prior to timeMarch 5, 2024, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price Redemption Price equal to the sum greater of (i) 100% of the aggregate principal amount thereofof Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed, not including accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the Redemption Date (subject to the right of Holders of record at the close of business on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The Company shall give the Trustee written notice of the Redemption Price with respect to any redemption pursuant to this clause (2) promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (3) The Company may, at its option, redeem the Notes, in whole or in part, at any time on or after March 5, 2024, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangeinterest, if any, on which the Notes are listed orbeing redeemed to, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part onlyincluding, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal Redemption Date (subject to the unredeemed portion thereof will be issued in right of Holders of record at the name close of business on the Holder thereof upon cancellation of the original Note. Notes called for redemption become relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such NotesRedemption Date).

Optional Redemption. Prior (a) The Company shall have the option to May 1, 2007, redeem the Notes will be redeemableNotes, in whole, at any time, whole or in part, from time to time, at beginning with the Interest Payment Date on May 15, 2030, but not prior thereto (except upon the occurrence of certain events specified below), and on any Interest Payment Date thereafter, subject to obtaining the prior approval of the Federal Reserve (or any successor bank regulatory agency) to the extent such approval is then required under the rules of the Federal Reserve (“Federal Reserve Approval”). The Company shall also have the option to redeem the Notes before the Stated Maturity Date (including prior to May 15, 2030, in whole, but not in part, subject to obtaining Federal Reserve Approval, (i) upon the occurrence of a Tax Event or a Tier 2 Capital Event or (ii) if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. (b) Any redemption of the Issuers upon not less than 30 nor more than 60 days' notice Notes pursuant to Section 3.1(a) will be at a redemption price Redemption Price equal to the sum of 100% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesto, if anybut excluding, thereon the applicable Redemption Date. Any Redemption Date will be a Business Day. (c) Except to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007extent inconsistent with this Section 3.1, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option provisions of Article III of the Issuers upon not less than 30 nor more than 60 days' notice, at the Base Indenture shall apply to any redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% Notes pursuant to this Section 3.1. If less than all of the Notes are to be redeemed at any time, and if the Notes are Global Notes held by DTC, the applicable operational procedures of DTC for selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if apply. If the Notes are not so listedglobal Notes held by DTC, the Trustee will select Notes for redemption on a pro rata basis, basis unless otherwise required by lot law or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditionalapplicable stock exchange requirements. If any Note is to be redeemed in part only, the notice of redemption that relates relating to such Note shall state that it is a partial redemption and the portion of the principal amount thereof to be redeemed. A new , and a replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. ; (d) For purposes of the Notes called only, and not for purposes of any other Securities, Section the first sentence of Section 3.04 of the Base Indenture is hereby amended and restated in its entirety to read as follows, and as so amended and restated, shall apply to the Notes: “Notice of redemption become due shall be mailed or sent electronically not less than 10 days, but not more than 60 days, prior to a Redemption Date to each Holder of Notes to be redeemed (in the case of any notice of redemption mailed to Holders, at the address of such Holder appearing in the register of Securities maintained by the Registrar, except that notice of redemption may be mailed or sent electronically more than 60 days prior to a Redemption Date if such notice is issued in connection with a Legal Defeasance or Covenant Defeasance of the Notes or a satisfaction or discharge of this Indenture pursuant to Article VIII of the Base Indenture.” (e) Any notice of redemption may be conditional in the Company’s discretion on one or more conditions precedent, and the Redemption Date may be delayed until such time as any or all of such conditions have been satisfied or revoked by the Company if the Company determines that such conditions will not be satisfied (f) For the avoidance of doubt, the Company’s obligation to deposit the Redemption Price, on one hand, and accrued interest on the date fixed Securities to be redeemed, on the other, pursuant to Section 3.06 of the Base Indenture shall be without duplication. (g) For purposes of the Notes only, and not for redemption. On and after purposes of any other Securities, the redemption date, interest and Liquidated Damages, if any, cease reference to accrue on Notes or portions “45 days” in Section 3.02 of them called for redemption (unless the Issuers fail Base Indenture shall be amended to redeem such Notes)read “15 days”.

Optional Redemption. Prior The Notes are subject to May 1, 2007, the Notes will be redeemable, in whole, at any time, or in part, from time to time, at the option of the Issuers redemption upon not less than 30 nor or more than 60 days' ’ notice to the Holders of the Notes to be redeemed as provided in the Indenture, at any time or from time to time prior to May 15, 2043, as a whole or in part, at the election of the Company, at a redemption price Redemption Price equal to the sum of greater of: (i) 100% of the principal amount thereofof the Notes being redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 basis points plus accrued and unpaid interest to the Redemption Date. In addition, the Notes are subject to redemption date and upon not less than 30 or more than 60 days’ notice to the Make-Whole Amount (Holders of the Notes to be redeemed as defined provided in the Indenture). On or after May 1, 2007, the Notes will be redeemable in whole, at any time or from time to time on or after May 15, 2043, as a whole or in part, from time to timeat the election of the Company, at the option a Redemption Price equal to 100% of the Issuers upon not less than 30 nor more than 60 days' noticeprincipal amount of the Notes being redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% Redemption Date If less than all the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made [Insert for Global Notes – by the Depositary by lot or other means in accordance with the Depositary’s procedures] [Insert for a Definitive Security - by the Trustee in compliance with such manner as it shall deem appropriate and fair]. Unless the requirements Company defaults in payment of such Redemption Price, from and after the principal national securities exchangeRedemption Date, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount portions thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, will cease to accrue on bear interest, and the Holders thereof will have no right in respect of such Notes or portions of them called for redemption (unless except the Issuers fail right to redeem such Notes)receive the Redemption Price thereof.

Optional Redemption. Prior to May 1, 2007(a) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. (b) If the Notes are redeemed prior to December 15, 2025, the redemption price for the Notes to be redeemed will be redeemable, in whole, at any time, or in part, from time to time, at equal the option greater of: (i) 100% of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price aggregate principal amount of the Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on December 15, 2025 of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through December 15, 2025 of interest on the Notes to be redeemed (excluding accrued and unpaid interest to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date 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, in each of the above cases, accrued and unpaid interest, if any, to such Redemption Date. If the Notes are redeemed on or after December 15, 2025, the redemption price for the Notes to be redeemed will equal 100% of the principal amount thereof, of such Notes plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to such redemption date. (c) Any notice of any redemption may be given prior to the redemption date thereof, and the Make-Whole Amount (as defined in the Indenture). On any such redemption or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to timenotice may, at the option Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction. (d) If the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If Issuer redeems less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangeoutstanding Notes, if any, on which the Notes are listed or, if Registrar and Paying Agent shall select the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of in the manner described under Section 3.02 hereof. (e) Any redemption may not pursuant to this Section 3.07 shall be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal made pursuant to the unredeemed portion thereof will be issued in the name provisions of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Sections 3.01 through 3.06 hereof.

Optional Redemption. Prior to May (1, 2007) Except as set forth in clause (2) below, the Notes will shall be redeemable, redeemable in whole, whole at any time, time or in part, part from time to time, at the option of Company’s option, prior to the Issuers upon not less than 30 nor more than 60 days' notice Par Call Date, at a redemption price as calculated by the Company equal to the sum of greater of: (a) 100% of the principal amount thereofof the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1to, 2007but excluding, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option date of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices redemption. (expressed as percentages of principal amount3) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices Notice of redemption shall be mailed by first class mail sent at least 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that relates to such Note shall state the portion payment will be made upon presentation and surrender of the principal amount thereof Notes to be redeemed. A new Note in principal amount equal to Unless the unredeemed portion thereof will be issued Company defaults in the name payment of the Holder thereof upon cancellation of the original Note. redemption price, interest will cease to accrue on any Notes that have been called for redemption become due on at the date fixed for redemptionredemption date. On and after If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, interest and Liquidated Damages, if any, cease to accrue on the particular Notes or portions of them called thereof for redemption (unless from the Issuers fail outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to redeem such Notes)calculate any redemption price or premium.

Optional Redemption. Prior (a) At any time prior to May 1March 15, 20072025 (1 month prior to the 2025 Notes Maturity Date) (the “2025 Notes Par Call Date”), the Notes Issuer will be redeemablehave the right, at its option, to redeem the 2025 Notes, in whole, at any time, whole or in part, at any time and from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of greater of: (1) 100% of the principal amount thereofof the 2025 Notes to be redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the 2025 Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. (b) At any time prior to January 15, 2030 (3 months prior to the 2030 Notes Maturity Date) (the “2030 Notes Par Call Date”), the Issuer will have the right, at its option, to redeem the 2030 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2030 Notes to be redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the 2030 Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. (c) On or after the 2025 Notes Par Call Date, the Issuer shall have the right, at its option, to redeem the 2025 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, thereon to the redemption date and the Make-Whole Amount Redemption Date. (as defined in the Indenture). d) On or after May 1, 2007the 2030 Notes Par Call Date, the Notes will be redeemable Issuer shall have the right, at its option, to redeem the 2030 Notes, in wholewhole or in part, at any time or in part, and from time to time, at the option a redemption price equal to 100% of the Issuers upon not less than 30 nor more than 60 days' noticeprincipal amount of the 2030 Notes to be redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut excluding, thereon to the redemption dateRedemption Date. (e) Notwithstanding the foregoing, if redeemed during the twelve-month period beginning installments of interest on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder either series of Notes to be redeemed at its that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion Holders of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name Notes of such series as of the Holder thereof upon cancellation Close of Business on the corresponding Regular Record Date. (f) The Trustee has no duty to calculate or verify the calculation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)price.

Optional Redemption. Prior a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to May 1, 2007the Notes. b) Except as provided in Section 3.04 below, the Notes will shall not be redeemableredeemable by the Company at its option prior to [•], 2023 (the “Notes Par Call Date”). c) The Notes shall be redeemable in wholewhole or in part at any time at the Company’s option (i) on or after [•], 2023 and prior to [•], 2024, at any time, or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price equal to the sum of 100103% of the their principal amount thereofamount, plus accrued and unpaid interest and Liquidated Damagesto, if anybut excluding, thereon to the redemption date and the Make-Whole Amount of redemption, (as defined in the Indenture). On ii) on or after May 1[•], 20072024 and prior to [•], the Notes will be redeemable in whole2025, at any time or in part, from time a price equal to time, at the option 102% of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of their principal amount) set forth below , plus accrued and unpaid interest to, but excluding, the date of redemption, and Liquidated Damages(iii) on or after [•], if any, thereon 2025 and prior to the Maturity Date, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. d) In each case, redemption date, if redeemed during shall be upon notice not fewer than 10 days and not more than 60 days prior to the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% Redemption Date. If less than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of particular Notes to be redeemed at its registered address. Notices will be selected not more than 45 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of redemption may the principal amount of any Notes will be in an authorized denomination (which will not be conditionalless than the minimum authorized denomination) for such Notes. If The Trustee will promptly notify us in writing of the Notes selected for redemption and, in the case of any Note is to be redeemed in part onlyNotes selected for partial redemption, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the unredeemed portion thereof will Trustee shall be issued in entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the name of the Holder thereof upon cancellation of the original Note. Notes called for Company that specifies any redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)price.

Optional Redemption. Prior to May 1, 2007, (a) The Company may redeem the Notes will be redeemable7% Senior Notes, in whole, at any time, whole or in part, from at any time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price Redemption Price equal to the sum greater of (i) 100% of the principal amount thereofof the 7% Senior Notes then outstanding to be redeemed or (ii) an amount, as determined by an Independent Investment Banker, equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the 7% Senior Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 40 basis points, plus, in either of the above cases, accrued and unpaid interest and Liquidated Damagesthereon to, if any, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, 2007but not including, the Notes will be redeemable in whole, at any time or in part, from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices Redemption Date. (expressed as percentages of principal amountb) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all of the 7% Senior Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangewill select, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall it will deem fair and appropriate, including pro rata or by lot, the 7% Senior Notes to be redeemed in whole or in part; provided provided, that no 7% Senior Notes having a principal amount of $1,000 2,000 or less shall be redeemed in part. Notices ; and provided, further, that 7 % Senior Notes and portions of 7% Senior Notes selected for redemption shall be mailed by first class mail at least 30 but not more than 60 days before in principal amounts of $2,000 or integral multiples of $1,000 in excess thereof. (c) Unless the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed Company defaults in part only, the notice of redemption that relates to such Note shall state the portion payment of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due Redemption Price, on the date fixed for redemption. On and after the redemption dateRedemption Date, interest and Liquidated Damages, if any, will cease to accrue on the 7% Senior Notes or portions of them thereof called for redemption. (d) Notwithstanding Section 3.03 of the Indenture, any notice to Holders of the foregoing redemption (unless need not set forth the Issuers fail to redeem such Notes)Redemption Price but only the manner of calculation thereof. Promptly after the Company calculates the Redemption Price, the Company shall give the Trustee notice thereof and the Trustee shall have no responsibility for calculating the Redemption Price.

Optional Redemption. Prior to May At any time before September 1, 20072029 (the “Par Call Date”), the Notes will Bonds of this Series shall be redeemable, in whole, at any time, whole or in part, part and from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' notice Company, on any date (a “Redemption Date”), at a redemption price (the “Make-Whole Redemption Price”) equal to the sum greater of (i) 100% of the principal amount thereofof the Bonds of this Series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds of this series being redeemed that would be due if the Bonds of this series matured on the Par Call Date (exclusive of interest accrued to such Redemption Date), discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest and Liquidated Damageson the principal amount being redeemed to, if anybut excluding, thereon to the redemption date and the Make-Whole Amount (as defined in the Indenture)such Redemption Date. On At any time on or after May 1, 2007the Par Call Date, the Notes will Bonds of this Series shall be redeemable redeemable, in whole, at any time whole or in part, part and from time to time, at the option of the Issuers upon not less than 30 nor more than 60 days' noticeCompany, at a redemption price (together with any Make-Whole Redemption Price, each a “Redemption Price”) equal to 100% of the redemption prices (expressed as percentages principal amount of principal amount) set forth below the Bonds of this Series being redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemedbeing redeemed to, but excluding, such Redemption Date. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name For purposes of the Holder thereof upon cancellation of second immediately preceding paragraph, the original Note. Notes called for redemption become due on following terms have the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes).following meanings:

Optional Redemption. Prior to May 1, 2007(a) Except as set forth below, the Issuer will not be entitled to redeem Notes will at its option prior to the Maturity Date. (b) The Issuer shall be redeemableentitled, at its option, to redeem the Notes, in whole, at any time, whole or in part, from at any time or times, pursuant to timeand in accordance with the terms of this paragraph 5. If the Notes are redeemed prior to the Par Redemption Date, at the option redemption price for the Notes to be redeemed will equal the greater of: 100% of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price aggregate principal amount of the Notes to be redeemed, and an amount equal to the sum of the present value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through the Par Redemption Date of interest on the Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date 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 15 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to such Redemption Date. If the Notes are redeemed on or after the Par Redemption Date, the redemption price for the Notes to be redeemed will equal 100% of the principal amount thereof, of such Notes plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to such redemption date. (c) Any notice of any redemption may be given prior to the redemption date thereof, and the Make-Whole Amount (as defined in the Indenture). On any such redemption or after May 1, 2007, the Notes will be redeemable in whole, at any time or in part, from time to timenotice may, at the option Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction. (d) If the Issuers 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, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If Issuer redeems less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchangeoutstanding Notes, if any, on which the Notes are listed or, if Registrar and Paying Agent shall select the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion manner described under Section 3.02 of the principal amount thereof Twenty-Seventh Supplemental Indenture. (e) Any redemption pursuant to this paragraph 5 shall be redeemed. A new Note in principal amount equal made pursuant to the unredeemed portion thereof will be issued in the name provisions of Sections 3.01 through 3.06 of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of them called for redemption (unless the Issuers fail to redeem such Notes)Twenty-Seventh Supplemental Indenture.

Optional Redemption. (a) Prior to May 1, 2007the Par Call Date, the Company may redeem the Notes will be redeemableat its option, in whole, at any time, whole or in part, at any time and from time to time, at the option a Redemption Price (expressed as a percentage of the Issuers upon not less than 30 nor more than 60 days' notice at a redemption price principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount thereofof the Notes to be redeemed, plus plus, in either case, accrued and unpaid interest and Liquidated Damages, if any, thereon to but not including the redemption date and the Make-Whole Amount Redemption Date. (as defined in the Indenture). b) On or after May 1, 2007the Par Call Date, the Notes will be redeemable Company may redeem the Notes, in wholewhole or in part, at any time or in part, and from time to time, at the option a Redemption Price equal to 100% of the Issuers upon not less than 30 nor more than 60 days' notice, at principal amount of the redemption prices (expressed as percentages of principal amount) set forth below Notes being redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon to but not including the redemption dateRedemption Date. (c) The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, if redeemed during absent manifest error. (d) In the twelve-month period beginning on May 1, case of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any timea partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basisrata, by lot or by such other method as the Trustee shall deem fair in its sole discretion deems appropriate and appropriate; provided that no fair, subject to the last sentence of this Section 3.1(d). No Notes of a principal amount of $1,000 2,000 or less shall will be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such the Note shall will state the portion of the principal amount thereof of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of the Note will be issued in the name of the Holder thereof of the Note upon surrender for cancellation of the original Note. For so long as the Notes called for are held by the Depositary, the redemption become due of the Notes shall be done in accordance with the policies and procedures of such Depositary. (e) Unless the Company defaults in payment of the Redemption Price, on the date fixed for redemption. On and after the redemption date, Redemption Date interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions of them thereof called for redemption (unless the Issuers fail to redeem such Notes)redemption.