Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) At any time prior to January 15, 2013 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January June 15, 2013 2017, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25106% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Date, with using cash in an amount up to the amount of the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15November 30, 2013 2019, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25105.8750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15November 30, 2013 2018, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.2500% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price of 112.25107.850% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings or from the proceeds of the Company (or Permitted Affiliate Subordinated Debt of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)ACEP; provided that:

Optional Redemption. (a) At any time prior to January March 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 112.25108.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15Before July 1, 2013 2006, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Interest thereon, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2010 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of by the Company (or of Holdings or any Parent, to the extent such proceeds are contributed a contribution to the Company’s common equity capital)capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that:

Optional Redemption. (a) At any time prior to January 15November 1, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including additional notes issued after Issue Date) at a redemption price of 112.25107.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to to, but not including, the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15December 1, 2013 2015, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 11, 2013 2021, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25107.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.75% of the principal amount, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2008, the Company may may, on any one or more occasions occasions, redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price of 112.25equal to 111.750% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January July 15, 2013 2022, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25106.000% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15, 2013 2024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25105.000% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Indenture at a redemption price of 112.25111.25% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, Additional Interest to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.00% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.25% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January May 15, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.625% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January July 15, 2013 2023, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25106.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2021 the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of the Notes (including Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price of 112.25109.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestto, if anybut not including, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15December 1, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds Net Cash Proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January March 15, 2013 2004, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.125% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January September 15, 2013 2014, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the 2021 Notes issued under this the Indenture (including any Additional Notes) at a redemption price Redemption Price of 112.25108.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, thereon to the Redemption Date, subject to the rights of Holders of 2021 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15September 1, 2013 2021, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price of 112.25105.500% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to but excluding the Redemption Dateredemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January March 15, 2013 2019, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of the 2022 Notes (including 2022 Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price of 112.25106.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestto, if anybut not including, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with using cash in an amount up to the amount of the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.5% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time on or prior to January 15May 1, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.5% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time and from time to time prior to January December 15, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25equal to 106.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, ) with the net cash proceeds of one or more any Qualified Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offering; provided that:

Optional Redemption. (a) At any time on or prior to January October 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.125% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2024, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25105.75% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time on or prior to January July 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.75% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 112.25equal to 104.625% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to but excluding the Redemption Datedate of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time on or prior to January March 15, 2013 2005, the Company may on any one or more occasions occasion redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.50% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of resulting in gross proceeds to the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)not less than $20.0 million; provided that:

Optional Redemption. (a) At any time prior to January 15May 1, 2013 2019, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture at a redemption price Redemption Price of 112.25105.375% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to (but not including) the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time and from time to time prior to January 1529, 2013 2016, the Company may redeem Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 107.375% plus accrued and unpaid interest, if any, to the applicable redemption date, subject to the right of Holders on any one or more occasions redeem up the relevant record date to 35receive interest due on the relevant interest payment date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25% of the principal amount(including any Additional Notes), plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January November 15, 2013 2013, the Company may may, on any one or more occasions redeem occasions, redeem, in whole or in part, up to 35% of the original aggregate principal amount of the Notes, including Additional Notes of the same class, if any, issued under this Supplemental Indenture at a redemption price of 112.25par plus the stated interest rate, or 105.75% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to the date of redemption (the “Redemption Date”), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings; provided, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2009, the Company may on any one or more occasions redeem up to 3525% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25112.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds from the sale or issuance of one or more Equity Offerings of the Company Interests (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capitalother than Disqualified Stock); provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2014, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture upon not less than 30 nor more than 60 days’ prior notice, at a redemption price of 112.25112.750% of the principal amount, plus accrued and unpaid interest interest, premium, if any, and Special Additional Interest, if any, to the Redemption Dateredemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2007, the Company may at its option on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time or from time to time prior to January 15May 1, 2013 2010, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25equal to 107.50% of the principal amountamount of the Notes to be redeemed, plus accrued and unpaid interest and Special Interestthereon, if any, to the Redemption Date, with the net cash proceeds of one or more Qualified Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2022, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of the Notes (including Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price of 112.25105.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestto, if anybut not including, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January November 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.000% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15December 1, 2013 2018, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Indenture at a redemption price of 112.25105.875% of the principal amount, plus accrued and unpaid interest and Special Interestinterest, if any, to (but not including) the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15October 1, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25110.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time On or prior to January 15September 1, 2013 2013, the Company may on redeem at any one or more occasions redeem time at its option, up to 35% of the original aggregate principal amount of Notes from time to time originally issued under this Indenture in cash at a redemption price of 112.25108.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, thereon to the Redemption Dateapplicable redemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111 1/4% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Qualified Equity Offerings of the Company (or of Holdings Company, or any Parent, direct or indirect parent of the Company to the extent that such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15August 1, 2013 2024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestto, if anybut not including, the redemption date (subject to the Redemption right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15July 31, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 112.25equal to 107.875% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to but excluding the Redemption Datedate of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January September 15, 2013 2012, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 112.25equal to 114.250% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Datedate of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of from one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15June 1, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Sixth Supplemental Indenture at a redemption price of 112.25107.750% of the principal amount, plus accrued and unpaid interest and Special Interestinterest, if any, to (but not including) the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25105.00% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15October 1, 2013 2024, the Company may on any one redeem all or more occasions redeem up to 35% a part of the original aggregate principal amount of Notes issued under this Indenture from time to time upon notice as set forth in Section 3.03 hereof, at a redemption price of 112.25equal to 100.0% of the principal amountamount of the Notes redeemed, plus the Applicable Premium, plus accrued and unpaid interest and Special Interestinterest, if any, to (but excluding) the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company Date (or of Holdings or any Parent, subject to the extent such proceeds are contributed right of Holders of record on the relevant Record Date to receive interest due on the Company’s common equity capitalrelevant Interest Payment Date); provided that:.

Optional Redemption. (a) At any time prior to January July 15, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Series B Notes issued under this Indenture hereunder at a redemption price of 112.25109.875% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with a contribution to the Company's common equity capital made with the net cash proceeds of one or more Equity Offerings a concurrent sale of the Company (or common stock of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Dynegy; provided that:

Optional Redemption. (a) At any time or from time to time prior to January 15July 1, 2013 2012, the Company Company, at its option, may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price of 112.25Redemption Price equal to 108.875% of the principal amountamount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2019, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of 2022 Notes (including Additional 2022 Notes) issued under this Indenture at a redemption price of 112.25106.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings; provided, to the extent such proceeds are contributed to the Company’s common equity capital); provided however, that:

Optional Redemption. (a) At any time on or prior to January March 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Outstanding Notes issued under this Indenture at a redemption price of 112.25106.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time on or prior to January 15June 1, 2013 2010, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes from time to time originally issued under this Indenture in cash at a redemption price of 112.25107.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, thereon to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15June 1, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25100% of the principal amount, plus a premium equal to the interest rate per annum on the Notes applicable on the date on which the notice of redemption is given, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January March 15, 2013 2004, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.125% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15November 1, 2013 2012, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes Securities issued under this Indenture (including any Additional Securities) at a redemption price Redemption Price of 112.25108.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, thereon to the Redemption Date, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds Net Cash Proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time, or from time to time, prior to January October 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 112.25112.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, thereon to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15November 1, 2013 2016 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.500% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January July 15, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Series C Notes issued under this Indenture hereunder at a redemption price of 112.25110.125% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with a contribution to the Company's common equity capital made with the net cash proceeds of one or more Equity Offerings a concurrent sale of the Company (or common stock of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Dynegy; provided that:

Optional Redemption. (a) At any time prior to January 15March 1, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed a contribution to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2022, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price of 112.25105.625% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to but excluding the Redemption Dateredemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January October 15, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.25% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January September 15, 2013 2012, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, upon not less than 30 nor more than 60 days' notice, at a redemption price of 112.25equal to 114.250% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Datedate of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of from one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2006, the Company may on any one or more occasions redeem up to 3533% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.125% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15, 2013 2007, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 112.25107.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a Qualified Equity Offerings of the Company (or of Holdings or any ParentOffering; provided, to the extent such proceeds are contributed to the Company’s common equity capital); provided however, that:

Optional Redemption. (a) At any time prior to Before January 15, 2013 2002, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes originally issued under this Indenture at a redemption price of 112.25110.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages thereon, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2022, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price of 112.25105.625% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to but excluding the Redemption Dateredemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.000% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15May 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Datered emption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2020, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25equal to 105.875% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings Offerings, subject to the rights of Holders of the Company (or of Holdings or any Parent, Notes on the relevant record date to receive interest due on the extent such proceeds are contributed to the Company’s common equity capital)relevant interest payment date; provided that:

Optional Redemption. (a) At any time prior to January April 15, 2013 2018, the Company may may, at its option, on any one or more occasions occasions, redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25equal to 105.375% of the aggregate principal amount, amount thereof plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of received by the Company from one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time and from time to time prior to January December 15, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this the Indenture at a redemption price of 112.25equal to 106.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, ) with the net cash proceeds of one or more any Qualified Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offering; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 112.25equal to 105.000% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to but excluding the Redemption Datedate of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15June 1, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25106.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds Net Cash Proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2004, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25(i) 104% of the principal amount, if such redemption occurs prior to April 12, 2002 or (ii) 109.250% of the principal amount, if such redemption occurs on or after April 12, 2002, in each case, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2024, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of the Notes (including Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price of 112.25106.125% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestto, if anybut not including, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15October 1, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including Additional Notes, if any) at a redemption price of 112.25108.000% of the principal amount, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January September 15, 2013 2012, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 112.25equal to 114.250% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of from one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January June 15, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.75% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more any Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offering; provided that:

Optional Redemption. (a) At any time prior to January March 15, 2013 2009, the Company may on any one or more occasions redeem up to 3550% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25105% of the principal amount, plus accrued and unpaid interest and Special Interest(including special interest, if any, ) to the Redemption redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds Net Proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15December 1, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Indenture at a redemption price of 112.25105.500% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to (but not including) the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15November 30, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the aggregate original aggregate principal amount of the 2013 Notes issued under this Indenture at a redemption price of 112.25107.25% of the principal amount, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15time, 2013 the Company may on any one or more occasions may, at its option, elect to voluntarily redeem up to 35% all of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25% equal to the following applicable percentage of the principal amount, amount thereof plus accrued and unpaid interest and Special Interestthereon, if any, to the Redemption Datedate of redemption: Through and including July 31, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent2003 - 105.00% From August 1, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:2003 through and including July 31, 2004 - 103.75% From August 1, 2004 through and including April 30, 2005 - 102.50% From and after May 1, 2005 - 100.00%

Optional Redemption. (a) At any time prior to January October 15, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.000% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15June 6, 2013 2020, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25104.875% of the principal amountamount thereof, plus accrued and unpaid interest interest, if any, and Special InterestAdditional Amounts, if any, to but excluding the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15September 1, 2013 2015, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.000% of the principal amount, plus accrued and unpaid interest and Special Additional Interest, if any, on the Notes to be redeemed to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January May 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes originally issued under this Indenture (including Additional Notes) at a redemption price of 112.25106.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January September 15, 2013 2014, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the 2019 Notes issued under this the Indenture (including any Additional Notes) at a redemption price Redemption Price of 112.25108.125% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, thereon to the Redemption Date, subject to the rights of Holders of 2019 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15June 1, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the First Supplemental Indenture at a redemption price of 112.25106.125% of the principal amount, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2004, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15June 1, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this First Supplemental Indenture at a redemption price of 112.25106.125% of the principal amount, plus accrued and unpaid interest and Special Interestunpaid, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January April 15, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, at a redemption price of 112.25equal to 108.750% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Datedate of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount of cash not greater than the net cash proceeds of from one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that: