Common use of Optional Redemption Clause in Contracts

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled The Securities are subject to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities redemption upon not less than 30 nor more than 60 days' noticenotice mailed to each Holder of the Securities to be redeemed at his or her address appearing in the Security Register, at any time on or after March 1, 2001, as a whole or in part, at the redemption prices election of the Company, at the following Redemption Prices (expressed in as percentages of the principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if ): If redeemed during the 12-month period commencing on June 15 beginning March 1 of the years set forth below: indicated, Redemption Period Year Price ------ ---------- 2006 105.625---- ------------- 2001 107.5% 2007 103.750 2008 101.875 2009 2002 105.0% 2003 102.5% 2004 and thereafter 100.000100.0% In additiontogether in the case of any such redemption with accrued interest to but excluding the Redemption Date. Notwithstanding the limitations on redemption in the preceding paragraph, in the event that on or prior to June 15March 1, 2004, 1999 the Company shall be entitled at completes a Public Offering of its option on one or more occasions Common Stock, up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% one-third of the aggregate principal amount of Outstanding Securities will also be subject to redemption, at the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital option of the Company); provided, howeverupon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at his address appearing in the Security Register, that (1) in amounts of $1,000 or any integral multiple thereof at least 65a Redemption Price equal to 107.5% of such their Accreted Value. Notice of redemption will be mailed not later than 90 days after the date of consummation of the Public Offering. The aggregate principal -------- ------- amount Redemption Price shall not exceed the gross proceeds to the Company in the Public Offering. Notwithstanding the limitations on redemption in the first paragraph of this Section 901, in the event that the Company consummates a Major Bank Financing on or prior to March 1, 2001, the Outstanding Securities will also be subject to redemption in whole or in part, at the option of the Company, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities (which includes Additional Securitiesto be redeemed at his address appearing in the Security Register, if any) remains outstanding immediately after the occurrence in amounts of each such $1,000 or any integral multiple thereof at a Redemption Price equal to 107.5% of their Accreted Value. Notice of redemption (other will be mailed not later than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringinitial extension of credit under the Major Bank Financing.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Notes will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 20062005. On and after June 15, 2006, The Notes will be redeemable at the option of the Company shall be entitled at its option to redeem all on or a portion of the Securities after such date, in whole or in part, upon not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest (if any) to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on November 15 of the years set forth below: Year Redemption Prices ---- ----------------- 2005 104.688% 2006 102.344% 2007 101.172% In addition, at any time and from time to time prior to November 15, 2005, the Company may, at its option, redeem up to 35% of the original aggregate principal amount of Notes at a redemption dateprice (expressed as a percentage of the principal amount) of 109.375%, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (Offerings; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such original aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Notes remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall occur within 90 60 days after of the date of the related Public closing of any such Equity Offering. Any such redemption shall be made upon not less than 30 nor more than 60 days notice mailed to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth below, the The Company shall not be entitled to may redeem the Securities at its option any time or from time to time, in whole or in part. The redemption price for Securities redeemed prior to June September 15, 2006. On and after June 15, 2006, 2025 (the Company shall “Par Call Date”) will be entitled at its option equal to redeem all or a portion the greater of the following amounts: (i) 100% of their principal amount; and (ii) the present value of the Remaining Scheduled Payments on the Securities upon not less than 30 nor more than 60 days' noticebeing redeemed that would be due if the Securities matured on the Par Call Date, discounted to the redemption date, on a semiannual basis, at the redemption prices Treasury Rate plus 37.5 basis points (expressed 0.375%), plus, in percentages of principal amounteach case, accrued and unpaid interest on such Securities to the redemption date) plus accrued interest . The redemption price for Securities redeemed on or after the Par Call Date will be equal to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%being redeemed, plus accrued and unpaid interest on such Securities to the redemption date. In determining the redemption price and accrued interest, with interest shall be calculated on the net cash proceeds from one basis of a 360-day year consisting of twelve 30-day months. Notice of redemption will be mailed at least 15 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Securities in denominations larger than $2,000 may be redeemed in part. On and after the redemption date interest ceases to accrue on Securities or more Public Equity Offerings (portions of them called for redemption, provided that if the Public Equity Offering is an -------- offering by Parent, a portion of Company shall default in the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% payment of such aggregate principal -------- ------- amount of Securities (which includes Additional Securitiesat the redemption price together with accrued interest, if any) remains outstanding immediately after interest shall continue to accrue at the occurrence of each such redemption (other than Securities held, directly or indirectly, rate borne by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingSecurities.

Optional Redemption. Except as set forth described below, this Note shall not be redeemable at the Company’s option prior to May 15, 2007. On or after May 15, 2007, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to may redeem all or a portion part of the Securities this Note upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: Year Percentage 2007 103.875 % 2008 102.583 % 2009 101.292 % 2010 and thereafter 100.000 % At any time prior to May 15, 2006, the Company may redeem on any one or more occasions up to 35% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Securities) issued under the Indenture at a redemption price of 107.750% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date) plus accrued interest , with the net cash proceeds of one or more Equity Offerings by OI Inc. to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock (other than Disqualified Stock) of the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Securities) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by OI Inc. and its Subsidiaries); and (2) the redemption must occur within 60 days of the date of the closing of such Equity Offering. In addition, at any time prior to May 15, 2007, this Note may also be redeemed, in whole but not in part, at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ prior notice (but in no event more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of this Note plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to, the date of redemption (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the related interest payment dateNote on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall Securities will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June March 15, 20062008. On and after June 15, 2006such date, the Company shall Securities will be entitled redeemable, at its option to redeem all the Company's option, in whole or a portion of the Securities in part, at any time upon not less than 30 nor more than 60 days' noticedays prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if ): If redeemed during the 12-month period commencing on June March 15 of the years set forth below: Redemption Period Price PERIOD REDEMPTION PRICE ------ ---------- 2006 105.625---------------- 2008 104.313% 2007 103.750 2008 101.875 2009 102.156% 2010 and thereafter 100.000% In addition, at any time and from time to time prior to June March 15, 20042007, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate original principal amount of the Securities (which includes Additional Securities, if any) originally issued with the net proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 108.625% plus accrued and unpaid interest interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 6560% of such aggregate the original principal -------- ------- amount of the Securities (which includes Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by and the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the closing of such Equity Offering. 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 paid to the Person in whose name the Security is registered at the close of business, on such record date, and no additional interest will be payable to holders whose Securities will be subject to redemption by the Company. In the case of any partial redemption, selection of the related Public Equity OfferingSecurities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or if the Securities are not listed, then 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, although no Securities of $1,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Security.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2008 105.500% 2007 103.750 2008 101.875 2009 103.667% 2010 101.833% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 111.00% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each redemption. Any such redemption occurs shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem November 15, 2007. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ----------------------------------------------- 2007 106.063% 2008 104.042% 2009 102.021% 2010 and thereafter 100.000% In addition, prior to November 15, 2005, the Issuers may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company at a redemption date) price equal to 112.125% of the principal amount thereof, plus accrued and unpaid interest to and additional interest thereon, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except The Company, at its option, may redeem the Notes, in whole at any time, or in part from time to time, in each case, on or after December 15, 2012, at the Redemption Prices (expressed as percentages of the aggregate principal amount thereof) set forth below, together, in each case, with accrued and unpaid interest to the Company shall not be entitled to redeem Redemption Date, if redeemed during the Securities twelve month period beginning on December 15 of each year listed below: Year Redemption Price 2012 103.000% 2013 and thereafter 100.000% Notwithstanding the foregoing, the Company, at its option option, may redeem in the aggregate up to 35% of the principal amount of Notes issued under this Indenture (including additional Notes issued under this Indenture in the future) at any time and from time to time prior to June December 15, 20062012 at a Redemption Price equal to 110% of the aggregate principal amount so redeemed, plus accrued and unpaid interest to the Redemption Date, out of the net cash proceeds of one or more Equity Offerings; provided, that at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of any such redemption and that any such redemption occurs within 90 days following the closing of any such Equity Offering. On and after June In addition, at any time prior to December 15, 20062012, the Company shall be entitled at its option to may also redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days' notice’ notice to Holders of the Notes, at a Redemption Price equal to 100% of the redemption prices (expressed in percentages principal amount of principal amountthe Notes redeemed plus the Applicable Premium as of, on the redemption date) plus and accrued interest and unpaid interest, if any, to the redemption date (Redemption Date, subject to the right rights of Holders of record the Notes on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringrelevant Interest Payment Date.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Issuers prior to June November 15, 2006. On and after June 15, 2006Thereafter, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ------------------------------------------------------ 2006 104.938% 2007 102.469% 2008 and thereafter 100.000% In addition, prior to November 15, 2005, the Issuers may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption date) price equal to 109.875% of the principal amount thereof, plus accrued and unpaid interest to and additional interest, if any, thereon to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth below, the Company shall [(a)] The Notes will not be entitled to redeem redeemable at the Securities at its Company's option prior to June 15_____________. The Notes may be redeemed, 2006. On and after June 15in whole or in part, 2006, at the option of the Company shall be entitled on or after _____________, at its option to redeem all or a portion the redemption prices specified below (expressed as percentages of the Securities principal amount thereof), in each case, together with accrued and unpaid interest, hereon to the date of redemption, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12twelve-month period commencing beginning on June 15 ___________ of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionREDEMPTION YEAR PRICE [(b) Notwithstanding the foregoing, prior to June 15, 2004____________, the Company shall be entitled at its option may, on any one or more occasions occasions, use the net proceeds of one or more offerings of its capital stock to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not up to exceed 35__% of the aggregate principal amount of all notes that had been issued under the Securities (which includes Additional Securities, if any) originally issued Indenture up to the time of redemption at a redemption price (expressed as a percentage of __% the principal amount) amount of 111 1/4%the notes redeemed, plus accrued and unpaid interest interest, to the redemption datedate of redemption; provided that, with after any such redemption, the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion aggregate principal amount of the Net Cash Proceeds Notes outstanding (excluding Notes held by the Company and its Subsidiaries) must equal at least __% of the Notes that had been issued under the Indenture up to the amount required to redeem time of redemption; and provided further, that any Securities is contributed to such redemption shall occur within 90 days of the equity capital date of closing of such offering of Capital Stock of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.]

Optional Redemption. Except as set forth belowin the following three paragraphs, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to January 1, 2012. On or after January 1, 2012, the Securities shall be redeemable at the option of the Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: Period Redemption Price January 1, 2012 through December 31, 2012 105 % January 1, 2013 through June 30, 2013 103 % July 1, 2013 and thereafter 100 % In addition, prior to January 1, 2012, the Issuers may redeem the Securities at its option prior their option, in whole at any time or in part from time to June 15time, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to January 1, 2012, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with the net cash proceeds of one or more Equity Offerings made after the Issue Date (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 111.5% of the principal amount thereof plus accrued and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any such Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. In addition, at any time and from time to time prior to January 1, 2012, but not more than once in any twelve-month period, the Issuers may redeem in the aggregate up to 10% of the original aggregate principal amount of the Securities at a redemption prices price (expressed in percentages as a percentage of principal amountamount thereof) of 103%, on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowbelow and in Sections 4.06 and 4.09 of the Indenture, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 151, 20062019, the Company shall be entitled at its option option, on one or more occasions, to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeSecurities, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 1 of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.625price 2019 104.781 % 2007 103.750 2008 101.875 2009 2020 103.188 % 2021 101.594 % 2022 and thereafter 100.000100.000 % In addition, at any time prior to June 151, 20042019, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4106.375%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with cash in an amount equal to the net cash proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Qualified Equity Offering. Prior to June 1, 2019, the Company shall be entitled at its option, on one or more occasions, to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem February 1, 2015. On or after February 1, 2015, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing on June 15 February 1 of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.6252015 104.375 % 2007 103.750 2008 101.875 2009 2016 102.188 % 2017 and thereafter 100.000100.000 % In addition, prior to June 15February 1, 20042015, the Company shall be entitled Issuers may redeem the Securities at its option on one their option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail to redeem each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any) , to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to February 1, 2014, the Issuers may redeem in an the aggregate principal amount not up to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date), with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by Parent, a portion any direct or indirect parent of the Net Cash Proceeds equal Company, in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 108.75% of the principal amount thereof plus accrued and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any such Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth described below, this Note shall not be redeemable at the Company’s option prior to May 15, 2007. On or after May 15, 2007, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to may redeem all or a portion part of the Securities this Note upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: Year Percentage 2007 103.875 % 2008 102.583 % 2009 101.292 % 2010 and thereafter 100.00 % At any time prior to May 15, 2006, the Company may redeem on any one or more occasions up to 35% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Securities) issued under the Indenture at a redemption price of 107.750% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date) plus accrued interest , with the net cash proceeds of one or more Equity Offerings by OI Inc. to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock (other than Disqualified Stock) of the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Securities) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by OI Inc. and its Subsidiaries); and (2) the redemption must occur within 60 days of the date of the closing of such Equity Offering. In addition, at any time prior to May 15, 2007, this Note may also be redeemed, in whole but not in part, at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ prior notice (but in no event more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of this Note plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to, the date of redemption (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the related interest payment dateNote on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities Notes at its option prior to June 15May 1, 20062013. On and after June 15May 1, 20062013, the Company shall be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 May 1 of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.6252013 104.750 % 2007 103.750 2008 101.875 2009 2014 102.375 % 2015 and thereafter 100.000100.000 % In addition, prior to June 15May 1, 20042012, the Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to the redemption date at a redemption price (expressed as a percentage of principal amount) of 111 1/4109.5%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (Offerings; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 180 days after the date of the related Public Equity Offering.. Prior to May 1, 2013, the Company may at its option redeem all (but not less than all) the Notes (which includes the Additional Notes, if any) at a redemption price equal to the sum of:

Optional Redemption. Except as set forth belowin the following paragraph and in Section 3.07(b), the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2008 104.688% 2007 103.750 2008 101.875 2009 103.125% 2010 101.563% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 109.375% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and additional interest, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that 39 any such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in this Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Issuers prior to June November 15, 2006. On and after June 15, 2006Thereafter, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ----------------------------------------------- 2006 104.938% 2007 102.469% 2008 and thereafter 100.000% In addition, prior to November 15, 2005, the Issuers may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company at a redemption date) price equal to 109.875% of the principal amount thereof, plus accrued and unpaid interest to and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth described below, this Note shall not be redeemable at the Company’s option prior to May 15, 2008. On or after May 15, 2008, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to may redeem all or a portion part of the Securities this Note upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: Year Percentage 2008 104.125 % 2009 102.750 % 2010 101.375 % 2011and thereafter 100.000 % At any time prior to May 15, 2006, the Company may redeem on any one or more occasions up to 35% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Securities) issued under the Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date) plus accrued interest , with the net cash proceeds of one or more Equity Offerings by OI Inc. to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock (other than Disqualified Stock) of the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Securities) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by OI Inc. and its Subsidiaries); and (2) the redemption must occur within 60 days of the date of the closing of such Equity Offering. In addition, at any time prior to May 15, 2008, this Note may also be redeemed, in whole but not in part, at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ prior notice (but in no event more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of this Note plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to, the date of redemption (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the related interest payment dateNote on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem August 1, 2011. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 August 1 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252011 105.688 % 2007 103.750 2008 101.875 2009 2012 103.792 % 2013 101.896 % 2014 and thereafter 100.000100.000 % In addition, prior to June 15August 1, 20042011, the Company shall be entitled Issuers may redeem the Securities at its option on one their option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder’s registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to August 1, 2009, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date), with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by Parent, a portion any direct or indirect parent of the Net Cash Proceeds equal Company, in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 111.375% of the principal amount thereof plus accrued and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph and in Section 3.07(b), the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2008 105.063% 2007 103.750 2008 101.875 2009 103.375% 2010 101.688% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 110.125% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and additional interest, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that any such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in this Indenture.

Optional Redemption. Except as set forth below, the The Company shall not be entitled to may redeem the Securities at its option any time or from time to time, in whole or in part. If the Company redeems the Securities at any time prior to June November 15, 2006. On and after June 15, 20062022, the Company shall redemption price will be entitled at its option equal to redeem all or a portion the greater of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices following amounts: (expressed in percentages of principal amount, on the redemption datei) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate their principal amount of the Securities being redeemed; and (which includes Additional Securitiesii) the present value of the Remaining Scheduled Payments on the Securities being redeemed on the redemption date, if any) originally issued discounted to the redemption date, on a semiannual basis, at a the Treasury Rate plus 50 basis points (0.50%), plus, in each case, accrued and unpaid interest on such Securities to the redemption date. If the Company redeems the Securities on or after November 15, 2022, the redemption price (expressed as a percentage will be equal to 100% of the principal amount) amount of 111 1/4%, the Securities being redeemed plus accrued and unpaid interest on such Securities to the redemption date. In determining the redemption price and accrued interest, with interest shall be calculated on the net cash proceeds from one basis of a 360-day year consisting of twelve 30-day months. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Securities in denominations larger than $2,000 may be redeemed in part. On and after the redemption date interest ceases to accrue on Securities or more Public Equity Offerings (portions of them called for redemption, provided that if the Public Equity Offering is an -------- offering by Parent, a portion of Company shall default in the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% payment of such aggregate principal -------- ------- amount of Securities (which includes Additional Securitiesat the redemption price together with accrued interest, if any) remains outstanding immediately after interest shall continue to accrue at the occurrence of each such redemption (other than Securities held, directly or indirectly, rate borne by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingSecurities.

Optional Redemption. Except as [The Company, at its option, may redeem this Security, in whole or in part, from time to time on and after [__________, 2003], at the redemption prices set forth below (expressed as a percentage of the principal amount thereof), in each case together with accrued interest, if any, to the date of redemption, if redeemed during the twelve-month period beginning [_______________] of the years indicated below: Year Percentage ---- ---------- [2003] ___.__% [2004] ___.__% [2005] ___.__% [2006] and thereafter 100.00% provided that if the date fixed for redemption is [________] or [________], then the interest payable on such date shall be paid to the Holder of record on the next preceding [_________] or [__________]. Prior to [__________], 2001, the Company shall not be entitled may, at its option, from time to time, redeem up to 35% of the original aggregate principal amount of the 1998 Securities at its option prior a redemption price equal to June 15___% of the principal amount thereof, 2006. On together with accrued and after June 15unpaid interest, 2006if any, to the Company shall be entitled at its option to redeem date of redemption with all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages net proceeds of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right public sales of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 common stock of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionCompany; provided, prior to June 15, 2004, the Company shall be entitled that at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the 1998 Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other shall occur within 60 days of the date of the closing of the related sale of common stock of the Company. At any time prior to [____________], 2003, the Company may, at its option, redeem the 1998 Securities, in whole but not in part, upon the occurrence of a Change of Control, at a redemption price equal to 100% of the principal amount thereof, together with the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption.] In the event that less than all of the Securities heldof any series are to be redeemed, directly or indirectlythe Trustee shall select the Securities of such series to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Securities being redeemed are listed, or, if the Securities are not listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Company Trustee shall deem fair and appropriate; provided, that no Securities of $1,000 or its Affiliates); and less shall be redeemed in whole or in part. At least 30 days but not more than 60 days prior to a redemption date (2) each such but, in the case of any redemption occurs within of this Security pursuant to a Change of Control, in no event more than 90 days after the date occurrence of such Change of Control), the Company shall mail or cause the mailing of a notice of redemption by first-class mail to the Holder of this Security at its registered address. If this Security is to be redeemed in part only, the notice of redemption shall state the portion of the related Public Equity Offeringprincipal amount to be redeemed. A new Security in a principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon cancellation of the original Security. On and after the redemption date, interest will cease to accrue on this Security or the portion hereof called for redemption unless the Company defaults in the payment of the redemption price or accrued interest.

Optional Redemption. Except as set forth belowOn or after January 31, 2010, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in as percentages of principal amount, on the redemption date) set forth below plus accrued interest and unpaid interest, and Additional Amounts thereon (each, a “Redemption Price”) thereon, to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest interest, and Additional Amounts, if any, due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on June 15 January 31 of the years set forth indicated below: Year Redemption Period Price ------ ---------- 2006 105.6252010 103.875 % 2007 103.750 2008 101.875 2009 2011 102.583 % 2012 101.212 % 2013 and thereafter 100.000100.000 % In additionthe event that the Company effects an optional redemption of the Notes, prior to June 15, 2004the Company will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be entitled the Luxemburger Wort). In addition, at its option any time prior to January 31, 2008, the Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) originally issued Indenture with the net cash proceeds of sales of Capital Stock of the Company or a capital contribution to the Company’s common equity made with the net cash proceeds of sales of Capital Stock of the Company’s direct or indirect parent at a redemption price (expressed as a percentage of 107.75% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest interest, and Additional Amounts, (each a “Redemption Price”), to the date fixed by the Company for redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal “Redemption Date”) (subject to the amount required right of Holders of record of Definitive Notes on the relevant Record Date to redeem any Securities is contributed to receive interest, and Additional Amounts, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, provided that (1) at least 65% of such the aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains Notes issued under the Indenture remain outstanding immediately after the occurrence of each any such redemption (other than Securities heldexcluding Notes, directly or indirectlyas applicable, held by the Company or and its AffiliatesSubsidiaries); and (2) each such the redemption occurs must occur within 90 60 days after of the date of the related Public Equity Offeringclosing of such offering or the making of such capital contribution.

Optional Redemption. Except as set forth belowprovided above, the Company shall this Security is not be entitled to redeem the Securities at its option redeemable prior to June 1530, 2006. On and after June 15This Security may be redeemed in whole or in part, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 20 nor more than 60 days' ’ notice, at any time on or after June 30, 2006, at the redemption prices option of the Company, at the Redemption Prices (expressed in as percentages of the principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), set forth below if redeemed during the 12-month period commencing on beginning June 15 30 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 indicated and thereafter 100.000% In additionending June 29 of the following years, plus any interest accrued but not paid prior to the Optional Redemption Date. During the Twelve Months Commencing Redemption Prices June 1530, 20042006 101.714 % June 30, the Company shall 2007 101.286 % June 30, 2008 100.857 % June 30, 2009 100.429 % Securities in original denominations larger than $1,000 may be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) redeemed in an aggregate principal amount not to exceed 35% part. If any Security selected for partial redemption is converted in part before termination of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest conversion right with respect to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal Security so selected, the converted portion of such Security shall be deemed to be the amount required to redeem any Securities is contributed to the equity capital of the Company); portion selected for redemption (provided, however, that (1) at least 65% the Holder of such aggregate principal -------- ------- amount Security so converted and deemed redeemed shall 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 Security). Securities which have been converted during a selection of Securities (which includes Additional Securities, if any) remains outstanding immediately to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection. On and after the occurrence Redemption Date, interest ceases to accrue on Securities or portions of each such Securities called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued and unpaid interest. Notice of redemption (other than Securities held, directly or indirectly, will be given by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after to the date of Holders as provided in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following paragraph and in Section 3.07(b), the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: 42 Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2008 105.875% 2007 103.750 2008 101.875 2009 103.917% 2010 101.958% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 111.75% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and additional interest, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that any such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in this Indenture.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities Notes at its option prior to June 15December 1, 20062010. On and after June 15December 1, 20062010, the Company shall be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 December 1 of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.6252010 103.625 % 2007 103.750 2008 101.875 2009 2011 102.417 % 2012 101.208 % 2013 and thereafter 100.000100.000 % In addition, prior to June 15December 1, 20042008, the Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to the redemption date at a redemption price (expressed as a percentage of principal amount) of 111 1/4107.25%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (Offerings; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 180 days after the date of the related Public Equity Offering.. Prior to December 1, 2010, the Company may at its option redeem all (but not less than all) the Notes (which includes the Additional Notes, if any) at a redemption price equal to the sum of:

Optional Redemption. Except as set forth described below, this Note shall not be redeemable at the Company’s option prior to December 1, 2009. On or after December 1, 2009, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to may redeem all or a portion part of the Securities this Note upon not less than 30 10 nor more than 60 days' ’ notice, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below: Year Percentage 2009 103.375 % 2010 102.250 % 2011 101.125 % 2012 and thereafter 100.000 % D1-4 At any time prior to December 1, 2009, the Company may redeem on any one or more occasions up to 40% of the aggregate principal amount of the [Dollar] [Euro] Notes (calculated after giving effect to any issuance of Additional [Dollar] [Euro] Notes) issued under the Indenture at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date) plus accrued interest , with the net cash proceeds of one or more Equity Offerings by OI Inc. to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock (other than Disqualified Stock) of the Company; provided that: (1) at least 60% of the aggregate principal amount of [Dollar] [Euro] Notes (calculated after giving effect to any issuance of Additional [Dollar] [Euro] Notes) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding [Dollar] [Euro] Notes held by OI Inc. and its Subsidiaries); and (2) the redemption must occur within 60 days of the date of the closing of such Equity Offering. At any time prior to December 1, 2009, the Company may also redeem all or a part of the [Dollar] [Euro] Notes, upon not less than 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of [Dollar] [Euro] Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the related [Dollar] [Euro] Notes on the relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% . In addition, at any time prior to June 15December 1, 20042009, this Note may also be redeemed, in whole but not in part, at the option of the Company shall be entitled at its option on one or upon the occurrence of a Change of Control, upon not less than 10 nor more occasions than 60 days’ prior notice (but in no event more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder’s registered address, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed equal to 100% of the principal amount of this Note plus the Applicable Premium as a percentage of principal amount) of 111 1/4%of, plus and accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes and Additional SecuritiesInterest, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectlyto, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of redemption (subject to the related Public Equity Offeringright of Holders of record on the relevant Record Date to receive interest due on the Note on the relevant Interest Payment Date).

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem November 15, 2007. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: Redemption Year Price ------------------------------------------------- 2007 106.063% 2008 104.042% 2009 102.021% 2010 and thereafter 100.000% In addition, prior to November 15, 2005, the Issuers may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption date) price equal to 112.125% of the principal amount thereof, plus accrued and unpaid interest to and additional interest, if any, thereon to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following paragraph and in Section 3.07(b), the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2008 105.500% 2007 103.750 2008 101.875 2009 103.667% 2010 101.833% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 111.00% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and additional interest, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that any such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in this Indenture.

Optional Redemption. Except as set forth belowin this paragraph 5, the Company shall Securities will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 15February 1, 20062003. On and after June 15, 2006such date, the Company shall Securities will be entitled redeemable, at its option to redeem all the Company's option, in whole or a portion of the Securities in part, upon not less than 30 nor more than 60 days' noticeprior notice mailed by first class mail to each Holder's registered address, at the following redemption prices (expressed in as percentages of principal amount) if redeemed during the twelve month period commencing on February 1 of the year set forth below plus, on the redemption date) plus in each case, accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date)): Year Redemption Price ---- ---------------- 2003........................................ 104.50% 2004........................................ 103.00% 2005........................................ 101.50% 2006 and thereafter......................... 100.00% Notwithstanding the foregoing, if redeemed during the 12-month period commencing at any time, or from time to time, on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, or prior to June 15February 1, 20042001, the Company shall be entitled may, at its option on option, use the net cash proceeds of one or more occasions Equity Offerings to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not up to exceed 3540% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage equal to 109% of the principal amount) of 111 1/4%, amount thereof plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (date of redemption; provided that if the Public Equity Offering is an -------- offering by Parent, a portion at least 60% of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate original principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each any such redemption (other than excluding any Securities held, directly or indirectly, owned by the Company). In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company or its Affiliates); must mail a notice of redemption no later than 60 days after the related Equity Offering and (2) each must consummate such redemption occurs within 90 days after the date of the related Public closing of the Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled redeemable at the option of the Company prior to redeem July 15, 2005. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June July 15 of the years set forth below: Year Redemption Period Price ------ ---------- ---------------------------------------------------------------------- 2005 105.313% 2006 105.625103.542% 2007 103.750 101.771% 2008 101.875 2009 and thereafter 100.000% In addition, at any time and from time to time prior to June July 15, 20042003, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings (which includes Additional Securities1) by the Company or (2) by Holdings to the extent that the proceeds thereof are contributed to the Company, if any) originally issued at a redemption price (expressed as a percentage equal to 110.625% of the principal amount) of 111 1/4%, plus accrued and unpaid interest to amount on the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) that, after -------- ------- giving effect to any such redemption at least 65% of such the original aggregate principal -------- ------- amount of the Securities remains outstanding. In addition, any such redemption shall be made within 180 days of such Equity Offering upon not less than 30 nor more than 60 days' notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. At any time on or prior to July 15, 2005, the Securities may be redeemed as a whole but not in part at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 or more than 60 days' prior notice (which includes Additional Securities, if any) remains outstanding immediately but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each such Holder's registered address, at a redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date price equal to 100% of the related Public Equity Offeringprincipal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date.

Optional Redemption. Except At any time on or after [ ], 2009, the Company may, at its option, redeem all or any portion of the Notes at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus, in each case, accrued interest thereon to the Company shall not be entitled to redeem applicable redemption date, if redeemed during the Securities 12-month period beginning [ ] of the years indicated below: Year Percentage ---- ---------- 2009 _____% 2010 _____% 2011 _____% 2012 and 100.0% thereafter In addition, at its option any time prior to June 15[ ], 2006. On and after June 15, 20062009, the Company shall be entitled at its option to may redeem all or a portion part of the Securities Notes upon not less than 30 days nor more than 60 days' noticenotice at a redemption price equal to the sum of (i) the principal amount thereof, (ii) accrued and unpaid interest, if any, to the applicable date of redemption, and (iii) the Make-Whole Premium. At any time and from time to time on or prior to [ ], 2007, the Company may redeem in the aggregate up to 35% of the aggregate principal amount of the Notes originally issued with the net proceeds of one or more Equity Offerings, at the a redemption prices price (expressed in percentages as a percentage of principal amount) of [ ]%, on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the aggregate initial principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains the Notes must remain outstanding immediately after the occurrence of each such redemption (other than Securities heldredemption. In order to effect the foregoing redemption, directly or indirectly, by the Company or its Affiliates); and (2) each such must mail notice of redemption occurs within 90 in accordance with the terms of the Indenture no later than 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowprovided in the next paragraph, the Company shall Notes will not be entitled to redeem redeemable at the Securities at its Company's option prior to June 15February 1, 20062003. On and after June 15, 2006Thereafter, the Company shall Notes will be entitled subject to redemption at its the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of principal amount) set forth below, on together with accrued and unpaid interest thereon to the applicable redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing beginning on June 15 February 1 of the years set forth indicated below: Redemption Period Price ------ YEAR PERCENTAGE ---- ---------- 2006 105.6252003 104.625% 2007 103.750 2008 101.875 2009 and thereafter 2004 102.313 2005 100.000% In additionNotwithstanding the foregoing, at any time prior to June 15February 1, 20042002, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued Notes outstanding at a redemption price (expressed as a percentage equal to 109.250% of the principal amount) of 111 1/4%amount thereof on the repurchase date, plus together with accrued and unpaid interest to the redemption such repurchase date, with the net cash proceeds from of one or more Public public or private sales (including sales to EchoStar, regardless of whether EchoStar obtained such funds from an offering of Equity Offerings Interests or Indebtedness of EchoStar or otherwise) of Equity Interests (provided that if the Public Equity Offering is an -------- offering by Parent, a portion other than Disqualified Stock) of the Net Cash Proceeds equal Company (other than proceeds from a sale to the amount required to redeem any Securities is contributed to the equity capital Subsidiary of the CompanyCompany or any employee benefit plan in which the Company or any of its Subsidiaries participates); provided, however, that PROVIDED that: (1a) at least 65% of such in aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains the Notes originally issued remain outstanding immediately after the occurrence of each such redemption redemption; (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2b) each such redemption occurs within 90 120 days after of the date of the related Public closing of any such sale; and (c) the sale of such Equity OfferingInterests is made in compliance with the terms of the Indenture.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006the date hereof, the Company shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option to redeem all option, in whole or a portion of the Securities in part, upon not less than 30 nor more than 60 days' ’ notice, at the following redemption prices (expressed in as percentages of the principal amount, on the redemption dateamount thereof) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), ) if redeemed during the 12twelve-month period commencing on June December 15 of the years year set forth below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2014 103.875 % 2007 103.750 2008 101.875 2009 and thereafter 100.0002015 101.9375 % 2016 100.96875 % 2017 100.000 % In addition, prior to June December 15, 20042013, the Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4107.75%, plus accrued and unpaid interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentHoldings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company); provided, however, that that: (1) at least 65% of such aggregate principal -------- ------- amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, indirectly by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to December 15, 2014, the Company shall be entitled at its option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption shall be sent to The Depository Trust Company (“DTC”), in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. (a) Except as set forth below, the Company Issuers shall not be entitled to redeem the Securities Notes at its their option prior to June November 15, 20062012. On and after June November 15, 20062012, the Company Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.6252012 107.406 % 2007 103.750 2008 101.875 2009 2013 104.938 % 2014 102.469 % 2015 and thereafter 100.000100.000 % In addition, prior Prior to June November 15, 20042012, the Company Issuers shall be entitled at its their option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4109.875%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parentany of the Holding Companies, a portion of the Net Cash Proceeds net cash proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.that:

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June October 15, 20062007. On and after June October 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252007 106.00% 2007 103.750 2008 101.875 104.00 2009 102.00 2010 and thereafter 100.000100.00% In addition, prior to June October 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4112%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company shall Securities may not be entitled to redeem the Securities at its option redeemed prior to June 15May 1, 20062002. On and after June 15, 2006that date, the Company shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment datedate that is on or prior to the date of redemption), if redeemed during the 12-month period commencing beginning on June 15 or after May 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252002............................................................ 105.5625% 2007 103.750 2008 101.875 2009 2003............................................................ 103.7083% 2004............................................................ 101.8542% 2005 and thereafter 100.000thereafter............................................. 100.0000% In additionNotwithstanding the foregoing, at any time on or prior to June 15May 1, 20042000, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the original aggregate principal amount of Securities with the Securities (which includes Additional Securities, if any) originally issued proceeds of one or more Public Equity Offerings at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4%, 111.125% plus accrued and unpaid interest interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities receive interest due on the relevant interest payment date that is contributed on or prior to the equity capital date of the Companyredemption); provided, however, that (1) at least 6560% of such the original 148 6 aggregate principal -------- ------- amount of the Securities must remain outstanding after each such redemption. At any time prior to May 1, 2002, the Securities may be redeemed, in whole or in part, at the option of the Company within 180 days after a Change of Control, at a redemption price equal to the sum of (which includes Additional Securitiesi) the principal amount thereof plus (ii) accrued and unpaid interest, if any) remains outstanding immediately after , to the occurrence redemption date (subject to the right of each such redemption (other than Securities held, directly holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after prior to the date of redemption) plus (iii) the related Public Equity OfferingApplicable Premium.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option Notes prior to June January 15, 20062015. At any time prior to January 15, 2015, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any) upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On and after June January 15, 20062015, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, Notes at the redemption prices set forth below (expressed in percentages of principal amount, amount on the redemption dateRedemption Date) plus accrued interest to to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date)Redemption Date, if redeemed during the 12-month period commencing on June January 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252015 103.750 % 2007 103.750 2008 101.875 2009 2016 102.500 % 2017 101.250 % 2018 and thereafter 100.000100.000 % In addition, prior to June January 15, 20042013, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes issued (which includes the Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4107.5%, plus accrued and unpaid interest to to, but not including, the redemption dateRedemption Date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities Notes (which includes the Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the closing of the related Public Equity Offering.

Optional Redemption. Except as set forth belowAt any time prior to March 15, 2017, the Company shall not be entitled to redeem the Securities may, at its option prior option, redeem all or a part of the Notes (which includes Additional Notes, if any), at a Redemption Price equal to June 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On or after March 15, 2006. On and after June 15, 20062017, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, Notes at the redemption prices Redemption Prices (expressed in percentages of principal amount) set forth below, on the redemption date) plus accrued interest and unpaid interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on June March 15 of on the years set forth indicated below: Year Redemption Period Price ------ ---------- 2006 105.6252017 103.656 % 2007 103.750 2008 101.875 2009 2018 102.438 % 2019 101.219 % 2020 and thereafter 100.000100.000 % In addition, at any time on or prior to June March 15, 20042017, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally Notes issued under the Supplemental Indenture at a redemption price (expressed as a percentage Redemption Price of 104.875% of the principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption dateRedemption Date, with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Notes remains outstanding Outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each such redemption occurs within 90 120 days after the date of the closing of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of Holdings prior to redeem May 15, 2004. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all of Holdings, in whole or a portion of the Securities upon in part, on not less than 30 nor more than 60 days' days prior notice, at the redemption prices following Redemption Prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid cash interest thereon, and Additional Amounts in respect thereof, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June May 15 of the years set forth below: Year Redemption Period Price ------ ---------- ---- ---------------- 2004 106.500% 2005 105.200% 2006 105.625103.900% 2007 103.750 102.600% 2008 101.875 101.300% 2009 and thereafter 100.000% In addition, prior to June May 15, 20042002, the Company shall be entitled at its option on one or more occasions Holdings may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes Additional Securitieswith the Net Cash Proceeds of one or more Equity Offerings by Holdings, if any) originally issued at a redemption price (expressed as a percentage Redemption Price equal to 113% of principal amount) of 111 1/4%the Accreted Value thereof, plus accrued and unpaid interest any Additional Amounts in respect thereof to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs Holdings shall be made within 90 days after of such related Equity Offering by Holdings, and must be made upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 20062024. On and or after June November 15, 20062024, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeshall be redeemable at the option of the Company, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest to to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Exhibit A-6 Year Redemption Period Price ------ ---------- 2006 105.6252024 102.563 % 2007 103.750 2008 101.875 2009 2025 101.281 % 2026 and thereafter 100.000100.000 % In addition, at any time prior to June November 15, 20042024, the Company shall be entitled may at its option on one or more occasions to redeem Securities (which includes including any Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities (which includes calculated after giving effect to the issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4equal to 105.125%, plus accrued and unpaid interest thereon to, but not including, the redemption date (subject to the redemption 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 Net Cash Proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 6550% of such aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to the issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (unless all Securities are otherwise redeemed substantially concurrently, other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 one hundred twenty (120) days after the date of the related Public Qualified Equity Offering. Prior to November 15, 2024, the Company may at its option redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities, plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 15April I, 20062008, the Company shall be entitled at its option to redeem all or a portion of the Securities (which includes Additional Securities, if any) upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 April 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252008 105.25% 2007 103.750 2008 101.875 2009 103.50% 2010 101.75% 2011 and thereafter 100.000% In addition, prior to June 15April 1, 20042006, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.50%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds received by the Company from one or more Public Qualified Equity Offerings (provided that PROVIDED that, if the Public Qualified Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Qualified Equity Offering.

Optional Redemption. Except The Company may not redeem the Securities prior to _____ _, 2000. Thereafter, the Company may, at its option, upon notice as set forth belowin Section 3.3, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion any of the Securities upon not less than 30 nor more than 60 days' noticeSecurities, in whole or in part at any time, at the redemption prices (expressed applicable Redemption Price specified in percentages the form of principal amountSecurity attached as Exhibit A set forth therein in Paragraph 5 thereof, on the redemption date) plus in each case together with accrued interest to and including the date fixed for redemption; PROVIDED, that on or after _____, 2000 and prior to ______, 2002, the Securities will not be redeemable pursuant to this Section 3.7 unless the Closing Price of the Common Stock for twenty Trading Days within a period of thirty consecutive Trading Days ending within five Trading Days prior to the mailing of the notice of redemption date under Section 3.3 shall have exceeded $____ per share (subject to adjustment upon the right occurrence of Holders certain events set forth in Section 11.5 hereof); and PROVIDED, FURTHER, that any semi-annual payment of interest becoming due on the date fixed for redemption shall be payable to the holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004Securities being redeemed. Notwithstanding the foregoing, the Company shall be entitled at its option on one or more occasions to may not redeem any Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus unless all accrued and unpaid interest has been paid on all outstanding Securities for all interest periods terminating on or prior to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after last interest payment date before the date of the related Public Equity Offeringredemption.

Optional Redemption. Except as set forth below(a) At any time and from time to time prior to August 15, 2020, the Company shall not be entitled to Issuer may on one or more occa-sions redeem the Securities Notes in whole or in part, at its option prior option, at a redemption price equal to June 15100% of the principal amount of the Notes redeemed plus the Applicable Premium, 2006. On plus accrued and after June 15unpaid interest and Additional Amounts, 2006if any, to, but excluding, the Company shall be entitled at its option to redeem all or a portion date of redemption (the Securities upon not less than 30 nor more than 60 days' notice“Redemption Date”), at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right rights of Holders holders of record the Notes on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 . (b) At any time and thereafter 100.000% In addition, from time to time prior to June August 15, 20042020, the Company shall be entitled Issuer may, at its option on one or more occasions option, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities Notes issued under this Indenture (which includes including any Additional Securities, if anyNotes issued after the Issue Date) originally issued at a redemption price (expressed as a percentage equal to 105.625% of the principal amount) amount of 111 1/4%the Notes re-deemed, plus accrued and unpaid interest to and Additional Amounts, if any, to, but excluding, the redemption dateRedemption Date, with the net cash proceeds received by, or contributed to, the Issuer from one or more Public Equity Offerings (Offerings; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65in each case the redemption takes place not later than 180 days after the closing of the related Equity Offer-ing, and (2) not less than 50% of such the original aggregate principal -------- ------- amount of Securities the Notes issued under this Indenture (which includes including any Additional Securities, if anyNotes issued after the Issue Date) remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Restricted Subsidiaries). (c) Except pursuant to clauses (a), (b) and (e) of this Section 5.7, the Notes will not be redeemable at the Issuer’s option prior to August 15, 2020. (d) At any time and from time to time on and after August 15, 2020, the occurrence Issuer may on one or more occasions redeem the Notes in whole or in part, at its option, at a redemption price equal to the percentage of princi-pal amount of the Notes redeemed set forth below, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on Au-gust 15 of each of the years indicated below: Year 2020.. 2021.. 2022 and thereafter..... Percentage 102.813% 101.406% 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not with-drawn by such Holders, the Issuer or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption (price equal to the price offered to each other than Securities heldHolder in such tender offer plus, directly or indirectlyto the extent not included in the tender offer payment, by the Company or its Affiliates); accrued and (2) each such redemption occurs within 90 days after unpaid interest and Additional Amounts, if any, thereon, to, but not including, the date of such redemption. (f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) 5.1 through 5.6. through 5.6. Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections The Paying Agent shall select the Notes to be redeemed in the manner described under Sections 5.1 (h) If the Redemption Date is after the relevant record date to receive interest due and on or before the related Public Equity Offering.interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer. SECTION 5.8

Optional Redemption. Except as set forth below, The Securities are redeemable prior to their Stated Maturity at the option of the Company shall not be entitled (i) in whole or in part, from time to redeem the Securities time, on or after May 15, 2009 on an Interest Payment Date or (ii) at its option any time prior to June May 15, 2006. On 2009, in whole but not in part, upon the occurrence and after June 15continuation of a Special Event, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued either case at a redemption price (expressed as a percentage the "Redemption Price") equal to 100% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings thereon (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes including Additional SecuritiesInterest and Compound Interest, if any) remains outstanding immediately accrued to the date of redemption; provided, (i) that the Company may not exercise its option to redeem with respect to a Special Event unless it fixes, not later than 90 days after the occurrence of each such Special Event, a date for redemption and mails a notice thereof to Holders pursuant to Section 14.02 and (other than Securities held, directly or indirectly, by ii) that the Company or may not exercise its Affiliates); option to redeem with respect to a Special Event unless it pays a premium, in addition to the Redemption Price, in cash equal to the product of (y) 100% of the outstanding principal amount of such Security, and (2z) each such redemption occurs within 90 days after the percentage specified below for the applicable date of redemption: Redemption During the related Public Equity Offering.12-Month Period Beginning May 15, Percentage of Principal Amount ------------------------------ ------------------------------ 2004 5% 2005 4% 2006 3% 2007 2% 2008 1% 2009 and thereafter 0%

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled redeemable at the option of the Issuers prior to redeem May 15, 2003. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest (if any) to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June May 15 of the years set forth below: Redemption Period Year Price ------ ---------- ----------------------------------------------------------- 2003 105.000% 2004 103.333% 2005 101.667% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June May 15, 20042001, the Company shall be entitled at its option on one or more occasions Issuers may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities) with the proceeds of one or more Public Equity Offerings by the Company or Parent following which there is a Public Market, if any) originally issued at a redemption price (expressed as a percentage equal to 110% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each shall be made within 60 days of such redemption occurs within 90 days after the date of the related Public Equity OfferingOffering upon not less than 30 nor more than 60 days, notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem December 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June December 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252008 103.983 % 2007 103.750 2008 101.875 2009 101.969 % 2010 and thereafter 100.000100.000 % In addition, prior to June December 15, 20042008, the Company shall be entitled may redeem the Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder’s registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to December 15, 2007, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage equal to 107.875% of the principal amount) of 111 1/4%, amount thereof plus accrued and unpaid interest to the redemption date, with date (subject to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion right of the Net Cash Proceeds equal Holders of record on the relevant record date to receive interest due on the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15February 1, 20062007. On and after June 15February 1, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 February 1 of the years set forth below: 8 Period Redemption Period ------ Price ------ ---------- 2006 105.625----- 2007 104.375% 2007 103.750 2008 101.875 102.917% 2009 101.458% 2010 and thereafter 100.000% In additionPrior to February 1, prior to June 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4108.750%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentOfferings; PROVIDED, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.. In addition, prior to February 1, 2007, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) at a redemption price equal to the sum of:

Optional Redemption. Except as set forth belowin the next paragraph, the Company shall Securities may not be entitled to redeem redeemed at the option of the Company prior to, September 15, 2002. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall will be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeredeemable, at the Company's option, in whole or in part, at any time or from time to time, at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related an interest payment date), date that is on or prior to B-3 105 the date fixed for redemption) if redeemed during the 12-month period commencing on June September 15 of the years set forth below: Redemption Period Price Percentage ------ ---------- 2006 105.6252002 104.875% 2007 103.750 2008 101.875 2009 2003 103.250% 2004 101.625% 2005 and thereafter 100.000% In addition, at any time and from time to time on or prior to June September 15, 20042000, the Company shall be entitled at its option on one or more occasions to may redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if the following which there is a Public Equity Offering is an -------- offering by ParentMarket, at a portion redemption price equal to 109.75% of the Net Cash Proceeds equal principal amount thereof, plus accrued and unpaid interest, if any, to the amount required to redeem any Securities is contributed redemption date (subject to the equity capital right of Holders of record on the Companyrelevant record date to receive interest due on an interest payment date that is on or prior to the dated fixed for redemption); provided, however, that (1) at least 65% 6___% of such the original aggregate principal -------- ------- amount of the Securities (which includes Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than that any Securities held, directly or indirectly, owned by the Company or any of its Affiliates); Subsidiaries) and (2) each such redemption occurs shall be effected within 90 60 days after the date of the related consummation of the latest Public Equity Offering.

Optional Redemption. Except as set forth belowThe Notes are not redeemable prior to November 15, 2002. Thereafter, the Company shall not Notes will be entitled subject to redeem redemption at the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities Issuers, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of principal amount) set forth below, on plus accrued and unpaid interest thereon, if any, to the applicable redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing beginning on June November 15 of the years set forth indicated below: Redemption Period Price ------ YEAR PERCENTAGE ---- ---------- 2006 105.6252002 104.8125% 2007 103.750 2008 101.875 2009 2003 103.2083% 2004 101.6042% 2005 and thereafter 100.000% In additionNotwithstanding the foregoing, prior to June at any time on or before November 15, 20042000, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued Notes at a redemption price (expressed as a percentage of 109.625% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest thereon to the redemption date, with the net cash proceeds from one or more of a Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offering; provided, however, that (1) at least 65% of such the aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains Notes originally issued shall be outstanding immediately after the occurrence of each such redemption; provided further, that such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall occur within 90 120 days after of the date of the related closing of such Public Equity Offering; provided further, that in the event of a Public Equity Offering by the Master Partnership, the Master Partnership contributes to the capital of the Company the portion of the net cash proceeds of such Public Equity Offering necessary to pay the aggregate redemption price (plus accrued and unpaid interest thereon to the redemption date) of the Notes to be redeemed.

Optional Redemption. Except as set forth belowThe Securities will be redeemable at any time, at the Company shall not be entitled option of the Company, in whole or in part, on at least 15 days, but no more than 60 days prior written notice mailed to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion registered holders of the Securities upon not less than 30 nor more than 60 days' notice, at (with a copy to the redemption prices (expressed in percentages of principal amountTrustee) to be redeemed, on the any date prior to July 1, 2023 at a redemption date) plus accrued interest price equal to the redemption date greater of (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if anyi) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities to be redeemed or (which includes Additional Securitiesii) as determined by a Quotation Agent, if anythe sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) originally issued discounted to the date of redemption (the “Redemption Date”) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest on the Securities to, but not including, the Redemption Date. The Securities will be redeemable at any time, at the option of the Company, in whole or in part, 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, on any date on or after July 1, 2023 at a redemption price (expressed as a percentage equal to 100% of the principal amount) amount of 111 1/4%the Securities to be redeemed, plus accrued and unpaid interest to thereon to, but not including, the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingRedemption Date.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006the date hereof, the Company shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option to redeem all option, in whole or a portion of the Securities in part, upon not less than 30 nor more than 60 days' ’ notice, at the following redemption prices (expressed in as percentages of the principal amount, on the redemption dateamount thereof) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), ) if redeemed during the 12twelve-month period commencing on June July 15 of the years year set forth below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2019 103.250 % 2007 103.750 2008 101.875 2009 2020 101.625 % 2021 and thereafter 100.000100.000 % In addition, prior to June July 15, 20042017, the Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4106.500%, plus accrued and unpaid interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentHoldings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company); provided, however, that that: (1) at least 65% of such aggregate principal -------- ------- amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, indirectly by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to July 15, 2019, the Company shall be entitled at its option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption shall be sent to The Depository Trust Company (“DTC”), in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as The Notes may be redeemed at the option of the Company, in whole or in part, at any time and from time to time, on or after June 15, 2012, at the following Redemption Prices (expressed in percentages of principal amount on the relevant Redemption Date), plus accrued and unpaid interest to the Redemption Date, if redeemed during the 12-month period commencing June 15 of each of the years set forth below, the Company shall not be entitled to redeem the Securities at its option prior : Year Redemption Price 2012 103.438 % 2013 102.292 % 2014 101.146 % 2015 and thereafter 100.000 % Prior to June 15, 2006. On and after June 15, 20062010, the Company shall be entitled may, at its option option, on any one or more occasions, redeem up to redeem 35% of the aggregate principal amount of the Notes (including any Additional Notes issued after the Issue Date) at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the Redemption Date, with all or a portion of the Securities upon net proceeds of one or more sales (other than to a Subsidiary or Joint Venture of the Company) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to June 15, 2012, the Company may also redeem, in whole or in part, the Notes at a Redemption Price equal to 100% of the principal amount of Notes to be redeemed, plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon to, but not less than 30 nor more than 60 days' noticeincluding, at the redemption prices (expressed in percentages of principal amountRedemption Date, on the redemption date) plus accrued interest to the redemption date (subject to the right rights of the Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringrelevant Interest Payment Date.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Dollar Securities shall not be entitled redeemable at the option of the Company prior to redeem November 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2008 104.438% 2007 103.750 2008 101.875 2009 102.958% 2010 101.479% 2011 and thereafter 100.000% In addition, prior to June November 15, 20042008, the Company shall be entitled may redeem the Dollar Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days' prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder's registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Dollar Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to November 15, 2006, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Dollar Securities (which includes calculated after giving effect to any issuance of Additional Dollar Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by ParentHoldings or any direct or indirect parent of Holdings or the Company, a portion of the Net Cash Proceeds equal in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 108.875% of the principal amount thereof plus, accrued and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Dollar Securities (which includes calculated after giving effect to any issuance of Additional Dollar Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowThe Securities will be subject to redemption, at the Company shall not be entitled to redeem option of the Securities Company, in whole or in part, at its option any time on or after November 15, 2006 and prior to June 15maturity, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticenotice mailed to each Holder of Securities to be redeemed, in amounts of $1,000 or an integral multiple of $1,000, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued interest to but excluding the date fixed for redemption date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the related an interest payment datedate that occurs on or prior to the date fixed for redemption), if redeemed during the 12-month period commencing on June beginning November 15 of the years set forth belowindicated: Redemption Period Price ------ Year Percentage ---- ---------- -3- 2006 105.625104.375% 2007 103.750 102.917% 2008 101.875 101.458% 2009 and thereafter 100.000% In addition, on or prior to June November 15, 2004, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued with the net cash proceeds received by the Company from one or more Equity Offerings, at a redemption price (expressed as a percentage equal to 108.75% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)date fixed for redemption; provided, however, that (1) at least 65% of such in aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each any such redemption (other than excluding any Securities held, directly or indirectly, owned by the Company or any of its Affiliates); . Notice of redemption described in this paragraph must be mailed to Holders of Securities not later than 60 days following the consummation of the relevant Equity Offering. Selection of Securities for any partial redemption shall be made by the Trustee, in accordance with the rules of any national securities exchange on which the Securities may be listed or, if the Securities are not so listed, pro rata or by lot or in such other manner as the Trustee shall deem appropriate and (2) fair. Securities in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000. Notice of redemption will be mailed before the date fixed for redemption to each such redemption occurs within 90 days Holder of Securities to be redeemed at his or her registered address. On and after the date fixed for redemption, interest will cease to accrue on Securities or portions thereof called for redemption. The Securities will not have the benefit of the related Public Equity Offeringany sinking fund.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled redeemable at the option of the Company prior to redeem January 15, 2003. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest (if any), including Special Interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15 of the years set forth below: Redemption Year Price ---- ---------- 2003 104.375% 2004 102.917% 2005 101.458% 2006 and thereafter 100.000% In addition, at any time and from time to time on or prior to January 15, 2002, the Company may (but shall not have the obligation to) redeem up to 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) at a redemption date) price of 108.75% of the original principal amount thereof, plus accrued interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during ) with the 12-month period commencing on June 15 proceeds of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions Public Equity Offerings made by the Company or of a capital contribution made by Holdings to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35the common equity capital of the Company with the net proceeds of a Public Equity Offering made by Holdings; provided that at least 65% of the aggregate principal amount of the -------- Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains remain outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall occur within 90 75 days after of the date -------- ------- of the related closing of such Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled redeemable at the option of the Company prior to redeem July 15, 2003. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June July 15 of the years set forth below: Redemption Period Price ------ ---------- REDEMPTION YEAR PRICE -------------------------------------------------- 2003 106.375% 2004 104.250% 2005 102.125% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% A1-5 In addition, prior to June July 15, 20042001, the Company shall be entitled may redeem up to a maximum of 34% of the original aggregate principal amount at its option on maturity of the Securities with the proceeds of one or more occasions Public Equity Offerings following which there is a Public Market, at a redemption price equal to redeem Securities (which includes Additional Securities112.75% of the Accreted Value thereof, plus accrued and unpaid interest thereon, if any) in an aggregate principal amount not , to exceed 35the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); PROVIDED, HOWEVER, that after giving effect to any such redemption, at least 66% of the aggregate principal amount at maturity of the Securities (which includes Additional Securities, if any) originally issued at a Securities remains outstanding. Any such redemption price (expressed as a percentage shall be made within 60 days of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the such Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal upon not less than 30 nor more than 60 days' notice mailed to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount each holder of Securities (which includes Additional Securities, if any) remains outstanding immediately after being redeemed and otherwise in accordance with the occurrence of each such redemption (other than Securities held, directly or indirectly, by procedures set forth in the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth below, the Company Issuer shall not be entitled to redeem the Securities at its option prior to June August 15, 20062005. On and after June August 15, 20062005, the Company Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June August 15 of the years set forth below: Redemption Period Price ------ ---------- 2005 106.125% 2006 105.625% 104.083 2007 103.750 102.042 2008 101.875 2009 and thereafter 100.000% In addition, prior to June August 15, 20042003, the Company Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4112.25%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds contributed to the Issuer from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company Issuer or its Affiliates); and (2) each such redemption occurs within 90 60 days after the closing date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2021. On February 15, 2021 or thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest to and unpaid interest, if any, to, but not including, the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 February 15th of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252021 102.250 % 2007 103.750 2008 101.875 2009 2022 101.125 % 2023 and thereafter 100.000100.000 % In addition, prior to June February 15, 20042021 the Company may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail or sent electronically to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to February 15, 2021, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued by the Company or (2) by any direct or indirect parent of the Company, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amountamount thereof) of 111 1/4104.500%, plus accrued and unpaid interest to, if any, but not including, the redemption date (subject to the redemption 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 from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 6560% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities heldredemption; provided, directly or indirectlyfurther, by the Company or its Affiliates); and (2) each that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice sent electronically or mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Any redemption or notice described above may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related Public Equity Offering.

Optional Redemption. Except as set forth belowThe Notes will be redeemable, the Company shall not be entitled to redeem the Securities at its option prior to June eircom Funding’s option, in whole or in part, on and after August 15, 2006. On and after June 152008, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, ’ prior notice at the redemption prices (expressed in percentages as a percentage of principal amount) set forth below, on the redemption date) plus accrued interest and unpaid interest, if any, and Additional Amounts, if any (each, a “Redemption Price”), to the date fixed by eircom Funding for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant Record Date to receive interest, and Additional Amounts, if any, due on the relevant interest payment date), if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below: Year 2008 104.125 % 2009 102.750 % 2010 101.375 % 2011 and thereafter 100.00 % In the event that eircom Funding effects an optional redemption of the Notes, eircom Funding will inform the Luxembourg Stock Exchange and Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. In addition, at any time prior to August 15, 2006, eircom Funding may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture with funds in an aggregate amount (the “Redemption Amount”) not exceeding the aggregate net cash proceeds of one or more Equity Offerings at a redemption price of 108.25% of the principal amount thereof (if a Euro Note) or 108.25% of the principal amount thereof (if a Dollar Note), plus in each case accrued and unpaid interest, if any, and Additional Amounts, if any (each, a “Redemption Price”), to the date fixed by eircom Funding for redemption (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant Record Date to receive interest, and Additional Amounts, if any, due on the relevant interest payment date); provided that (i) at least 65% of the aggregate principal amount of the Notes of the series being redeemed remain outstanding after the occurrence of any and each such redemption (excluding Notes held by the Company and its Subsidiaries) and (ii) the redemption must occur within 180 days of the date of the closing of such offering or the making of such capital contribution. Any redemption notice given in respect of the redemption referred to in this paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at eircom Funding’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering. Further, at any time prior to August 15, 2008, eircom Funding may redeem all or, from time to time, a part of the Senior Subordinated Notes of any series upon not less than 30 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject, in the case of certificated Senior Subordinated Notes, to the rights of holders of record on the relevant record date to receive interest due on the related relevant interest payment date). Any such redemption and notice may, if redeemed during at eircom Funding’s discretion, be subject to the 12-month period commencing on June 15 satisfaction of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringconditions precedent.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June October 15, 20062007. On and after June October 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252007 106.500% 2007 103.750 2008 101.875 104.333 2009 102.167 2010 and thereafter 100.000% In addition, prior to June October 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional PIK Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional PIK Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4113%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional PIK Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowThe Securities shall be redeemable, at the Company shall not be entitled to redeem the Securities Company's option, in whole or in part, at its option any time on or after March 15, 2003, and prior to June 15maturity, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeprior notice mailed by first-class mail to each Holder's registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June March 15 of the years set forth below: Redemption Period Year Price ------ ---------- ---- ----- 2003 105.500% 2004 103.667% 2005 101.833% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, at any time and from time to time prior to June March 15, 20042001, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35331/3% of the original aggregate principal amount of the Securities (which includes Additional Securitieswith the net cash proceeds of one or more Equity Offerings by the Company, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4%, 111.000% plus accrued and unpaid interest interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65662/3% of such the original aggregate principal -------- ------- amount of the Securities must remain outstanding after each such redemption; and provided further that such redemption shall occur within 360 days after the date on which any such Equity Offering is consummated. At any time prior to March 15, 2003, the Securities may be redeemed as a whole but not in part at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 or more than 60 days' prior notice (which includes Additional Securities, if any) remains outstanding immediately but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each such Holder's registered address, at a redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date price equal to 100% of the related Public Equity Offeringprincipal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date.

Optional Redemption. Except as set forth belowPrior to July 15, 2023, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company Notes shall be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 10 nor more than 60 days' ’ notice, at the Make-Whole Price, plus accrued and unpaid interest to, but excluding, the applicable redemption date. On and after July 15, 2023, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at the redemption prices price (expressed in as percentages of principal amount) set forth below, on plus accrued and unpaid interest to, but excluding, the applicable redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing beginning on June July 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Notes Percentage 2023 102.500 % 2007 103.750 2008 101.875 2009 2024 101.250 % 2025 and thereafter 100.000100.000 % In additionNotwithstanding the foregoing, at any time prior to June July 15, 20042023, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) 40% in an aggregate principal amount of the Notes at a redemption price of 105.000% of the principal amount thereof, plus, in each case, accrued and unpaid interest to, but excluding, the applicable redemption date, with cash in an amount not to exceed 35greater than the net cash proceeds of one or more Qualified Equity Offerings; provided that: (i) at least 50% of the aggregate principal amount of the Securities Notes (which includes excluding any Additional Securities, if anyNotes) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to under the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, excluding Notes held by the Company or any of its Affiliates)Subsidiaries) unless all Notes are redeemed substantially concurrently; and (2ii) each such the redemption occurs must occur within 90 days after six months of the date of the related Public closing of any such Qualified Equity Offering.

Optional Redemption. Except as set forth belowPrior to July 15, 2025, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company Notes shall be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 10 nor more than 60 days' ’ notice, at the Make-Whole Price, plus accrued and unpaid interest to, but excluding, the applicable redemption date. On and after July 15, 2025, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at the redemption prices price (expressed in as percentages of principal amount) set forth below, on plus accrued and unpaid interest to, but excluding, the applicable redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing beginning on June July 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Notes Percentage 2025 102.625 % 2007 103.750 2008 101.875 2009 2026 101.750 % 2027 100.875 % 2028 and thereafter 100.000100.000 % In additionNotwithstanding the foregoing, at any time prior to June July 15, 20042023, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) 40% in an aggregate principal amount of the Notes at a redemption price of 105.250% of the principal amount thereof, plus, in each case, accrued and unpaid interest to, but excluding, the applicable redemption date, with cash in an amount not to exceed 35greater than the net cash proceeds of one or more Qualified Equity Offerings; provided that: (i) at least 50% of the aggregate principal amount of the Securities Notes (which includes excluding any Additional Securities, if anyNotes) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to under the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, excluding Notes held by the Company or any of its Affiliates)Subsidiaries) unless all Notes are redeemed substantially concurrently; and (2ii) each such the redemption occurs must occur within 90 days after six months of the date of the related Public closing of any such Qualified Equity Offering.

Optional Redemption. Except as set forth below, Beginning on the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006Initial Redemption Date, the Company shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option to redeem all option, in whole or a portion of the Securities in part, upon not less than 30 nor more than 60 days' ’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on March 15 of the year set forth below: Year Percentage 2022 103.125 % 2023 101.563 % 2024 and thereafter 100.000 % In addition, prior to March 15, 2022, the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in percentages an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 106.25%, on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in with an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentHoldings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes by the Company is contributed to the equity capital of the Company); provided, however, that that: (1) at least 65% of such aggregate principal -------- ------- amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, indirectly by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to March 15, 2022, the Company shall be entitled at its option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption shall be sent to The Depository Trust Company (“DTC”), in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth below, the Company shall Issuers will not be entitled to redeem the Securities notes at its their option prior to June January 15, 20062015. On and after June January 15, 20062015, the Company shall Issuers will be entitled at its their option to redeem all or a portion of the Securities notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-12 month period commencing on June January 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252015 105.375% 2007 103.750 2008 101.875 2009 2016 102.688% 2017 and thereafter 100.000% Unless the Issuers default in payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date. In addition, any time prior to June January 15, 20042014, the Company shall Issuers will be entitled at its their option on one or more occasions to redeem Securities the notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities notes (which includes Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.that:

Optional Redemption. Except as set forth The Securities will be redeemable, at the option of the Company, on or after March 1, 2009. During the 12-month period beginning on March 1 of the years indicated below, the Company shall not Securities will be entitled to redeem redeemable, at the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Company, in whole or in part, on at least 30 but not less than 30 nor more than 60 days' noticenotice to each Holder of Securities to be redeemed, at the redemption prices (expressed in as percentages of the principal amount) set forth below, on plus any accrued and unpaid interest and Additional Interest, if any, to the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625-------------- -------------- 2009 104.938% 2007 103.750 2008 101.875 2009 2010 103.292% 2011 101.646% 2012 and thereafter 100.000% In addition, prior to June 15at any time on or before March 1, 20042007, the Company shall be entitled at its option on one or more occasions may (but will not have the obligation to) redeem for cash up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes including the original aggregate principal amount of any Additional Securities, if anySecurities issued under the Indenture) originally issued at a redemption price (expressed as a percentage of 109.875% of the principal amount) of 111 1/4%amount thereof, in each case plus any accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public of an Equity Offerings (Offering; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the original principal amount of the Securities (including the original aggregate principal -------- ------- amount of any Additional Securities (which includes Additional Securities, if anyissued under the Indenture) remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs will occur within 90 60 days after of the date of the related Public closing of such Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option Notes prior to June January 15, 20062014. At any time prior to January 15, 2014, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any), at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On and or after June January 15, 20062014, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, Notes at the redemption prices Redemption Prices set forth below (expressed in percentages of principal amount) set forth below, on the redemption date) plus accrued interest and unpaid interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on June January 15 of on the years set forth indicated below: Redemption Period Year Price ------ ---------- 2006 105.6252014 103.625 % 2007 103.750 2008 101.875 2009 2015 101.813 % 2016 and thereafter 100.000100.000 % In addition, at any time on or prior to June January 15, 20042013, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes issued (which includes the Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage Redemption Price of 107.250% of the principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption dateRedemption Date, with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities Notes (which includes the Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, Notes held by the Company or its AffiliatesSubsidiaries); and (2) each such redemption occurs within 90 60 days after the date of the closing of the related Public Equity Offering.

Optional Redemption. Except as set forth belowNo sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to June 30, 2024. On or after June 30, 2024, provided that the Company has obtained stockholder approval pursuant to Nasdaq Marketplace Rule 5635(d) or the shareholder approval rules or listing standards of any other national or regional securities exchange that are applicable to the Company (the “Stockholder Approval Requirement”), the Company shall not be entitled to may redeem the Securities at its option prior to June 15Notes (an “Optional Redemption”) (x) in cash, 2006. On and after June 15(y) through the issuance of shares of Common Stock or (z) a combination thereof, 2006, the Company shall be entitled at its option to redeem all in whole or a portion of the Securities upon not less than 30 nor more than 60 days' noticein part, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date)Redemption Price, if redeemed during the 12-month period commencing on June 15 Last Reported Sale Price of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled Common Stock has been at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 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 ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption in accordance with Section 16.02. For purposes hereof, the “Redemption Price” equals the then-current Capitalized Principal Amount of the Notes plus the aggregate principal amount of all interest payments on the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage Capitalized Principal Amount of principal amount) the Notes that the Holders of 111 1/4%, plus accrued and unpaid interest the Notes to be redeemed would have been entitled to receive had the Notes remained outstanding to the redemption dateMaturity Date (for the avoidance of doubt, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal including interest on capitalized interest which would have been added to the amount required to redeem any Securities is contributed Principal Amount during the period from the Redemption Date to the equity capital of the CompanyMaturity Date); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowAt any time prior to September 1, 2023, the Company shall not be entitled to redeem the Securities may, at its option prior option, redeem all or a part of the Notes (which includes Additional Notes, if any), at a Redemption Price equal to June 15100% of the principal amount of Notes redeemed plus the Applicable Premium as of, 2006and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On and or after June 15September 1, 20062023, the Company shall be entitled at its option to may on any one or more occasions redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, Notes at the redemption prices Redemption Prices (expressed in percentages of principal amount) set forth below, on the redemption date) plus accrued interest and unpaid interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on June 15 of September 1 on the years set forth indicated below: Year Redemption Period Price ------ ---------- 2006 105.6252023 102.000 % 2007 103.750 2008 101.875 2009 2024 101.000 % 2025 and thereafter 100.000100.000 % In addition, at any time on or prior to June 15September 1, 20042023, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities Notes issued under the Supplemental Indenture (which includes including Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage Redemption Price of 104.000% of the principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption dateRedemption Date, with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 6555% of such aggregate principal -------- ------- amount of Securities Notes (which includes including any Additional Securities, if anyNotes) remains outstanding Outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each such redemption occurs within 90 120 days after the date of the closing of the related Public Equity Offering.

Optional Redemption. Except as set forth belowThe Notes will be redeemable, at the Company shall not be entitled Company's option, in whole or in part, at any time or from time to redeem the Securities at its option time, on or after November 15, 2003 and prior to June 15maturity, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeprior notice mailed by first class mail to each Holder's last address, as it appears in the Security Register, at the redemption prices following Redemption Prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date that is prior to the Redemption Date to receive interest due on the related interest payment datean Interest Payment Date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Year Redemption Period Price ------ ---------- ---- ---------------- 2003......................... 104.875% 2004......................... 103.250 2005......................... 101.625 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, thereafter.......... 100.000 At any time prior to June November 15, 20042001, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional SecuritiesNotes with the proceeds of one or more Public Equity Offerings, if any) originally issued at any time or from time to time in part, at a redemption price Redemption Price (expressed as a percentage of principal amount) of 111 1/4%, 109.750% plus accrued and unpaid interest to the redemption date, with Redemption Date (subject to the net cash proceeds from one or more Public Equity Offerings (rights of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that if at least $81.25 million aggregate principal amount of Notes remains outstanding after each such redemption. Notes in original denominations larger than $1,000 may be redeemed in part. On and after the Public Equity Offering is an -------- offering by ParentRedemption Date, a portion interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in the payment of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingRedemption Price.

Optional Redemption. Except as set forth below, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem May 15, 2003. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' noticeprior notice delivered to each Holder of Securities in accordance with paragraph 7 herein, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest relevant payment datedate and Additional Amounts, if any, in respect thereof), if redeemed during the 12-month period commencing on June May 15 of the years set forth below: Redemption Period Price ------ ---------- REDEMPTION YEAR PRICE ------------------------------------------------------ 2003 105.000% 2004 103.333% 2005 101.667% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, At any time and from time to time prior to June May 15, 20042001, the Company shall be entitled Issuers may, at its option on one or more occasions their option, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35a maximum of 33 1/3% of the original aggregate principal amount of the Securities (with all or a portion of the proceeds of one or more Public Equity Offerings following which includes Additional Securitiesthere is a Public Market, if any) originally issued at a redemption price (expressed as a percentage equal to 110.000% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant payment date and Additional Amounts, if any, in respect thereof); provided, however, that (1) that, after giving effect to any such redemption, at least 6566 2/3% of such the original aggregate principal -------- ------- amount of the Securities remains outstanding. Any such redemption shall be made within 60 days of such Public Equity Offering upon not less than 30 nor more than 60 days' notice delivered to each Holder of Securities being redeemed in accordance with paragraph 7 herein and otherwise in accordance with the procedures set forth in the Indenture. The Securities may be redeemed, at the option of the Issuers, in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice delivered to each Holder of Securities in accordance with paragraph 7 herein (which includes Additional Securitiesnotice shall be irrevocable), at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuers for redemption (a "Tax Redemption Date") remains outstanding immediately and all Additional Amounts, if any, then due and which shall become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of the United States or The Netherlands or any other jurisdiction in which either of the Issuers is organized or engaged in business for tax purposes (or, in each case, any political subdivision or taxing authority thereof or therein) or of the jurisdiction from or through which payment is made or where the payor is located affecting taxation, which change or amendment becomes effective on or after the occurrence Closing Date, or (ii) any change in position regarding the application, administration or interpretation of each such redemption laws, treaties, regulations or rulings (other than Securities heldincluding a holding, directly judgment or indirectlyorder by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, the Issuers are or shall be required to pay Additional Amounts, and the Issuers determine that such payment obligation cannot be avoided by the Company or its Affiliates); and (2) each Issuers taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption occurs within shall be given earlier than 90 days after prior to the earliest date on which the Issuers would be obligated to make such payment or withholding if a payment in respect of the related Public Equity OfferingSecurities were then due. Prior to the delivery of any notice of redemption of the Securities pursuant to the foregoing, the Issuers shall deliver to the Trustee an opinion of a tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on all Holders of Securities.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006maturity. On and after June 15[ ], 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 [ ] of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.625[ ] % 2007 103.750 [ ] % 2008 101.875 [ ] % 2009 and thereafter 100.000100.00 % In addition, prior to June 15[ ], 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4[ ]%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); ) and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June January 15, 2006. On and after June 15, 2006Thereafter, the Company shall Securities will be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amountamount ), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June January 15 of the years set forth below: Redemption Period Year Price ------ ---------- ------------------------------------------------------ 2006 105.625105.188% 2007 103.750 103.458% 2008 101.875 101.729% 2009 and thereafter 100.000% In addition, at any time and from time to time prior to June January 15, 2004, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings (which includes Additional Securities1) by the Company, if any(2) originally issued Tritel, Inc. or (3) by Holdings to the extent that the proceeds thereof are contributed to the Company, at a redemption price (expressed as a percentage equal to 110.375% of the principal amount) of 111 1/4%, plus accrued and unpaid interest to amount on the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, -------- however, that (1) that, after giving effect to any such redemption at least 65% of such the ------- original aggregate principal -------- ------- amount of the Securities (which includes Additional Securitiesremains outstanding. In addition, if any) remains outstanding immediately after the occurrence of each any such redemption (other shall be made within 180 days of such Equity Offering upon not less than 30 nor more than 60 days' notice mailed to each holder of Securities held, directly or indirectly, by being redeemed and otherwise in accordance with the Company or its Affiliates); and (2) each such redemption occurs within 90 days after procedures set forth in the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following ------------------- paragraph, the Company Holdings shall not be entitled to redeem have the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all prior to May 15, 2004. On or a portion after May 15, 2004, the Notes will be subject to redemption at any time at the option of the Securities Holdings, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest, on if any, and Additional Interest thereon, if any, to the applicable redemption date) , if redeemed during the twelve-month period beginning May 15 of the years indicated below (subject to the right of Holders of record on relevant record dates to receive interest due on an Interest Payment Date): Year Percentage ---- ---------- 2004 105.375% 2005 103.583% 2006 101.792% 2007 and thereafter 100.000% Notwithstanding the foregoing, at any time on or prior to May 15, 2002, Holdings may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture within 60 days of one or more Qualified Equity Offerings with the net proceeds of such offering at a redemption price of 110.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date dates to receive interest due on the related interest payment datean Interest Payment Date); provided that, if redeemed during the 12-month period commencing on June 15 after giving effect to any such redemption, at least 65% of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an original aggregate principal amount not to exceed 35of the Notes plus 65% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally any Notes issued at pursuant to a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) supplemental indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, excluding Notes held by the Company or Holdings and its AffiliatesSubsidiaries); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June on and after August 15, 2006. On 2002 and after June 15, 2006subject to the next succeeding sentence, the Company shall be entitled have the right, at its option any time and from time to time, to redeem all the Debentures, in whole or a portion in part, upon notice given as set forth in Section 11.3 during the twelve-month periods beginning on August 15 in each of the Securities following years at the indicated Redemption Price (expressed as a percentage of the principal amount of the Debentures being redeemed), together with any accrued but unpaid interest on the portion being redeemed: Redemption Price Redemption Price Year (% of principal amount) Year (% of principal amount) ---- ----------------------- ---- ----------------------- 2002 104.55% 2006 101.95% 2003 103.90% 2007 101.30% 2004 103.25% 2008 100.65% 2005 102.60% 2009 and thereafter 100.00% The Company may not redeem the Debentures in part unless all accrued and unpaid interest has been paid in full on all outstanding Debentures for all quarterly interest periods terminating on or prior to the giving of notice of the Redemption Date. If a Tax Event shall occur and be continuing, the Company shall have the right, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures, in whole but not in part, for cash within 90 days following the occurrence of such Tax Event at the redemption prices (expressed in percentages of principal amount, on the redemption date) Tax Redemption Price plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus any accrued and unpaid interest interest, including Additional Interest, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of date fixed for such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringredemption.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Notes will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 2006. On and after June 15, 2006, The Notes will be redeemable at the option of the Company shall be entitled at its option to redeem all on or a portion of the Securities after such date, in whole or in part, upon not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest (if any) to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on November 15 of the years set forth below: Year Redemption Prices ---- ----------------- 2006 104.688% 2007 102.344% In addition, at any time and from time to time prior to November 15, 2005, the Company may, at its option, redeem up to 35% of the original aggregate principal amount of Notes at a redemption dateprice (expressed as a percentage of the principal amount) of 109.375%, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (Offerings; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such original aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Notes remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall occur within 90 60 days after of the date of the related Public closing of any such Equity Offering. Any such redemption shall be made upon not less than 30 nor more than 60 days notice mailed to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company shall Securities may not be entitled to redeem the Securities at its option redeemed prior to June 15April 1, 20062002. On and after June 15, 2006that date, the Company shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment datedate that is on or prior to the date of redemption), if redeemed during the 12-month period commencing beginning on June 15 or after April 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625PERIOD PRICE 2002........................................................... 105.125% 2007 103.750 2008 101.875 2009 2003........................................................... 103.417% 2004........................................................... 101.708% 2005 and thereafter thereafter............................................ 100.000% In additionNotwithstanding the foregoing, at any time prior to June 15April 1, 20042000, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of Securities with the Securities (which includes Additional Securities, if any) originally issued proceeds of one or more Public Equity Offerings at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4%, 110.25% plus accrued and unpaid interest interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities receive interest due on the relevant interest payment date that is contributed on or prior to the equity capital date of the Companyredemption); providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities must remain outstanding after each such redemption. At any time prior to April 1, 2002, the Securities may be redeemed, in whole or in part, at the option of the Company within 180 days after a Change of Control, at a redemption price equal to the sum of (which includes Additional Securitiesi) the principal amount thereof plus (ii) accrued and unpaid interest, if any) remains outstanding immediately after , to the occurrence redemption date (subject to the right of each such redemption (other than Securities held, directly holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after prior to the date of redemption) plus (iii) the related Public Equity OfferingApplicable Premium.

Optional Redemption. Except as set forth belowAt any time on or after March 15, 2022, the Company shall not be entitled to may redeem the Securities Notes, in whole or in part, at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeoption, at the following redemption prices (expressed in as percentages of the principal amountamount thereof), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period (or, in the case of the period commencing March 15, 2024, such 12-month period and thereafter) commencing on June March 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2022 104.000 % 2007 103.750 2008 101.875 2009 2023 102.000 % 2024 and thereafter 100.000100.000 % In addition, A-8 At any time prior to June March 15, 20042022, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally Notes issued under the Indenture at a redemption price (expressed as a percentage equal to 108.000% of the principal amount) amount of 111 1/4%the Notes redeemed, plus accrued and unpaid interest interest, if any, to the date of redemption (subject to the 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 from of one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); providedprovided that, howeverwith respect to each such redemption, that (1i) at least 65% of such the aggregate principal -------- ------- amount of Securities the Notes issued under the Indenture (which includes Additional Securities, if anyexcluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2ii) each such redemption occurs within 90 180 days after of the date of the related Public closing of such Equity Offering. Any redemption pursuant to this paragraph 5 shall be made, to the extent applicable, pursuant to the provisions of Sections 3.02 through 3.07 of the Base Indenture, as supplemented by the Supplemental Indenture.

Optional Redemption. Except as set forth belowin this paragraph 5, the Company shall Securities will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June February 15, 20062002. On and after June 15, 2006such date, the Company shall Securities will be entitled redeemable, at its option to redeem all the Company's option, in whole or a portion of the Securities in part, upon not less than 30 nor more than 60 days' noticeprior notice mailed by first-class mail to each Holder's registered address, at the following redemption prices (expressed in as percentages of principal amount, on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if ): If redeemed during the 12-month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2002................................... 104.9375 % 2007 103.750 2008 101.875 2009 2003................................... 103.2917 % 2004................................... 101.6458 % 2005 and thereafter 100.000thereafter.................... 100.0000 % In additionNotwithstanding the foregoing, at any time or from time to time prior to June February 15, 20042000, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% $35 million of the aggregate original principal amount of the Securities (which includes Additional Securitieswith the cash proceeds of one or more Equity Offerings received by or invested in, if any) originally issued the Company at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 109.875% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to such redemption, at least 65% $65 million of such the aggregate principal -------- ------- amount of Securities remain outstanding after such redemption. At any time on or prior to February 15, 2002, the Securities may also be redeemed in whole, but not in part, at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (which includes Additional Securities, if any) remains outstanding immediately but in no event more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each such Holder's registered address, at a redemption (other than Securities heldprice equal to 100% of the principal amount thereof plus the Applicable Premium as of, directly or indirectlyand accrued and unpaid interest, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after if any, to, the date of redemption (subject to the related Public Equity Offeringright of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin this ------------------- paragraph 5, the Company shall Discount Notes will not be entitled to redeem redeemable at the Securities at its option of Holdings prior to June 15May 1, 20062003. On and after June 15, 2006such date, the Company shall Discount Notes will be entitled redeemable at its the option to redeem all of Holdings, in whole or a portion of the Securities upon not less than 30 nor more than 60 days' noticein part, at any time or from time to time at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 May 1 of the years set forth below: Period Redemption Period Price ------ ---------- ---------------- 2003 106.063% 2004 104.042% 2005 102.021% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, at any time and from time to time prior to June 15May 1, 20042001, the Company shall be entitled Holdings may, at its option on one or more occasions option, redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount of Discount Notes with the Securities (proceeds of one or more Public Equity Offerings received by, or invested in, Holdings, following which includes Additional Securitiesthere is a Public Market, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 112.125% plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and Liquidated Damages, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at -------- ------- least 65% of such aggregate the original principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains the Discount Notes must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringredemption.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June April 15, 20062005. On and after June April 15, 20062005, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June April 15 of the years set forth below: Redemption Period Price ------ ---------- ----- 2005 106.375% 2006 105.625% 104.250 2007 103.750 102.125 2008 101.875 2009 and thereafter 100.000% In addition, prior to June April 15, 20042003, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4112.750%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the closing date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Notes shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 15May 1, 20062018. On and or after June 15May 1, 20062018, the Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, Notes at the following redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 May 1 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252018 102.313 % 2007 103.750 2008 101.875 2009 2019 101.542 % 2020 100.771 % 2021 and thereafter 100.000100.000 % In addition, at any time prior to June 15May 1, 20042016, the Company shall be entitled may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4104.625%, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)one or more Qualified Equity Offerings; provided, however, that (1a) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of Securities the Notes (which includes calculated giving effect to any issuance of Additional Securities, if anyNotes) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2b) each such redemption occurs within 90 days after the date of the related Public Qualified Equity Offering. Prior to May 1, 2018, the Company shall be entitled at its option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Applicable Premium and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest plus Applicable Premium and Additional Interest, if any, due on the relevant interest payment date). Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a Qualified Equity Offering, refinancing transaction or other corporate transaction.

Optional Redemption. Except as The Notes may be redeemed at the option of the Company, in whole or in part, at any time and from time to time, on or after September 15, 2010, at the following Redemption Prices (expressed in percentages of principal amount on the relevant Redemption Date), plus accrued and unpaid interest to the Redemption Date, if redeemed during the 12-month period commencing September 15 of each of the years set forth below: Year Redemption Price 2010 104.000 % 2011 102.000 % 2012 and thereafter 100.000 % Prior to September 15, 2009, the Company shall not be entitled to redeem the Securities may, at its option prior option, on any one or more occasions, redeem up to June 1535% of the aggregate principal amount of the Notes (including any Additional Notes issued after the Issue Date) at a Redemption Price equal to 108.000% of the principal amount thereof, 2006. On plus accrued and after June 15unpaid interest thereon to, 2006but not including, the Company shall be entitled at its option to redeem Redemption Date, with all or a portion of the Securities upon net proceeds of one or more sales (other than to a Subsidiary or Joint Venture of the Company) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to September 15, 2010, the Company may also redeem, in whole or in part, the Notes at a Redemption Price equal to 100% of the principal amount of Notes to be redeemed, plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon to, but not less than 30 nor more than 60 days' noticeincluding, at the redemption prices (expressed in percentages of principal amountRedemption Date, on the redemption date) plus accrued interest to the redemption date (subject to the right rights of the Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringrelevant Interest Payment Date.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June February 15, 20062017. On and or after June February 15, 20062017, the Company shall be entitled at its option on one or more occasions to redeem all the Securities, in whole or a portion of the Securities in part, upon not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252017 102.313 % 2007 103.750 2008 101.875 2009 2018 101.156 % 2019 and thereafter 100.000100.000 % In addition, at any time prior to June February 15, 20042016, the Company shall be entitled may at its option on one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities), if any) originally issued at a redemption price (expressed as a percentage equal to 104.625% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)one or more Qualified Equity Offerings; provided, however, that (1a) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2b) each such redemption occurs within 90 days after the date of the related Public Qualified Equity Offering. Prior to February 15, 2017, the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest (if any) to, the redemption date (subject to the right of Holders on the relevant record date to receive interest, if any, due on the relevant interest payment date).

Optional Redemption. Except as set forth below, the (a) The Company shall not be entitled have the right to redeem the Securities solely from the proceeds of a Common Stock Offering (an "Optional Redemption") (i) in whole or in part, at its option any time or from time to time, prior to June 15, 2006. On and the Reset Date but on or after June 1520, 2006, 2001 until (but excluding) the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeTender Notification Date, at a Redemption Price (the redemption "Initial Redemption Price") equal to the prices (expressed per $50 principal amount of Securities set forth in percentages of principal amountthe following table, on the redemption date) plus accrued interest and unpaid interest, including Additional Payments, 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 related interest payment date)Redemption Date, if redeemed during the 12-month period commencing ending on June 15 of 15: Price Per $50 Principal Year Amount ---- ------ 2002 $51.5625 77 70 2003 51.0417 2004 50.5208 2005 50.00 and (ii) after the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionReset Date, prior to June 15, 2004, in accordance with the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional SecuritiesTerm Call Protections, if any, established in the Remarketing (any Redemption Price so established in the Remarketing, the "Term Redemption Price", and, together with the Initial Redemption Price, an "Optional Redemption Price"). The Company may make an Optional Redemption on an accelerated basis (an "Accelerated Redemption") whenever, on an Optional Redemption Notification Date (as defined in an aggregate principal amount not Section 11.01(b)), the Closing Price of the Common Stock on New York Stock Exchange Composite Tape for each of the five Trading Days prior to exceed 35such Optional Redemption Notification Date was equal to or greater than 125% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingApplicable Conversion Price.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Company or Sub Co-Issuer prior to redeem August 15, 2005. Thereafter, the Securities shall be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, of the Company shall be entitled at its option to redeem all or a portion of the Securities upon Sub Co-Issuer, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June August 15 of the years set forth below: Redemption Period Year Price ------ ---------- ---------------------------------------------------------------- 2005 104.750% 2006 105.625103.167% 2007 103.750 101.583% 2008 101.875 2009 and thereafter 100.000% In addition, prior to June August 15, 2004, the Company shall be entitled at its option or Sub Co-Issuer may redeem, on one or more occasions occasions, up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued with the Net Cash Proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage equal to 109.500% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) -------- ------- after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 20062016. On and after June November 15, 20062016, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued interest to and unpaid interest, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on the 1 To be included if the Securities are issued while the Senior Subordinated Notes are outstanding relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month twelve‑month period commencing beginning on June November 15 of the years set forth indicated below: Year Redemption Period Price ------ ---------- 2006 105.6252016 103.188% 2007 103.750 2008 101.875 2009 2017 101.594% 2018 and thereafter 100.000100% In addition, any time prior to June November 15, 20042015, the Company shall be entitled may, at its option option, on one or more occasions to occasions, upon not less than 30 nor more than 60 days’ notice, redeem the Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4106.375%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the redemption 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 Net Cash Proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.that

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006maturity. On and after June 15August 1, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 August 1 of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.625105.625 % 2007 103.750 % 2008 101.875 % 2009 and thereafter 100.000100.000 % In addition, prior to June 15August 1, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4111.250%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); ) and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15February 1, 20062007. On and after June 15February 1, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 February 1 of the years set forth below: Period Redemption Period ------ Price ------ ---------- 2006 105.625----- 2007 104.375% 2007 103.750 2008 101.875 102.917% 2009 101.458% 2010 and thereafter 100.000% In additionPrior to February 1, prior to June 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4108.750%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentOfferings; PROVIDED, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount at maturity of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.. In addition, prior to February 1, 2007, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) at a redemption price equal to the sum of:

Optional Redemption. Except as set forth in the following paragraph, the Securities will not be redeemable at the option of the Company prior to July 15, 2005. Thereafter, the Securities will be redeemable at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed as percentages of principal amount ), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest, if any, due on the relevant interest payment date), if redeemed during the 12- month period commencing on July 15 of the years set forth below: Redemption Year Price ---------------------------------------------------------------------- 2005 105.313% 2006 103.542% 2007 101.771% 2008 and thereafter 100.000% In addition, at any time and from time to time prior to July 15, 2003, the Company shall not be entitled may redeem up to redeem a maximum of 35% of the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings to the extent that the proceeds thereof are contributed to the Company, at a redemption price equal to 110.625% of the principal amount on the redemption date; provided, however, that, after -------- ------- giving effect to any such redemption at least 65% of the original aggregate principal amount of the Securities remains outstanding. In addition, any such redemption shall be made within 180 days of such Equity Offering upon not less than 30 nor more than 60 days' noticenotice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. At any time on or prior to July 15, 2005, the Securities may be redeemed as a whole but not in part at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 or more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the redemption prices (expressed in percentages of principal amountamount thereof plus the Applicable Premium as of, on and accrued but unpaid interest, if any, to, the redemption date) plus accrued interest to the redemption date (, subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 15, 2006. On and after June 15, 2006Thereafter, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252008 102.000 % 2007 103.750 2008 101.875 2009 101.000 % 2010 and thereafter 100.000100.000 % In addition, prior to June 15, 20042006, the Company shall be entitled may redeem the Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder’s registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to June 15, 2006, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, if anyin each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as equal to 100% of the principal amount thereof, plus a percentage premium equal to the interest rate per annum on this Note on the date on which notice of principal amount) of 111 1/4%redemption was given, plus accrued and unpaid interest interest, to the redemption date, with date (subject to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion right of the Net Cash Proceeds equal Holders of record on the relevant record date to receive interest due on the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.