Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1Except as set forth in Sections 3.07(b) and (c) below and in Section 3.08 hereof, 2006the Notes shall not be redeemable at the Company's option prior to May 15, 2003. Thereafter, the Notes shall be subject to redemption at any time or from time to time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: Percentage of Principal Year Amount ---- ------------- 2003...................................... 104.813% 2004...................................... 103.208% 2005...................................... 101.604% 2006 and thereafter....................... 100.000% (b) Notwithstanding the foregoing, at any time prior to May 15, 2001, the Company may may, on any one or more occasions occasions, redeem up to 4025% of the aggregate principal amount of Notes originally issued under pursuant to this Indenture at a redemption price of 108.250109.625% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the redemption date, with the net cash proceeds of received from one or more Equity OfferingsOfferings made by the Company, GCL or New GCL (to the extent such net cash proceeds received by GCL or New GCL were contributed to the Company as common equity capital); provided that: (i) that at least 6075% of the aggregate principal amount of Notes originally issued under pursuant to this Indenture remains remain outstanding immediately after the occurrence of any such redemption. The Company may make any such redemption upon not less than 30 nor more than 60 days' notice (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 but in no event more than 90 days of the date of after the closing of the related Equity Offering). Any such notice may be given prior to the completion of the related Equity Offering and any such redemption may, at the Company'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. (bc) Before July 1In addition, 2007at any time prior to May 15, 2003, the Company Notes may also redeem be redeemed at the Notesoption of the Company, as a in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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 principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July Except as set forth in the next two succeeding paragraphs, the Notes are not subject to redemption prior to the Stated Maturity, and there is no sinking fund for the Notes. On and after June 1, 20062022, the Company Issuer may on any one or more occasions redeem up redeem, at its option, all or, from time to 40% time, part of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' ’ prior notice (but in no event may any such redemption occur more than 90 days after with a copy to the occurrence of such Change of ControlTrustee), at a the applicable redemption price equal to 100% set forth below (expressed as a percentage of the principal amount thereof of Notes to be redeemed), plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereonon the Notes, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date"). (c) Except pursuant subject to the preceding paragraphsright 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 June 1 of each of the years indicated below: Year Percentage 2022 .......................................................................................................................................................................... 104.438% 2023 .......................................................................................................................................................................... 102.219% 2024 .......................................................................................................................................................................... 100.000% In addition, prior to June 1, 2022, the Notes will not be redeemable Issuer may redeem, at the Company's option prior its option, all or, from time to July 1time, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days' notice’ prior notice (with a copy to the Trustee) at a redemption price equal to the sum of (i) 100% of the principal amount thereof, at plus (ii) the redemption prices Applicable Premium as of the date of redemption, plus (expressed as percentages of principal amountiii) set forth below plus accrued and unpaid interest and Additional Interest thereonon the Notes, if any, to, but excluding, the date of redemption (subject to the applicable right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). “Applicable Premium” means, with respect to any Note on any date of redemption, the greater of (a) 1.0% of the principal amount of the Note; and (b) the excess, if any, as determined by the Issuer, of (1) the present value at such redemption date of (x) the redemption price of the Note at June 1, 2022 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the Note through June 1, 2022 (excluding accrued but unpaid interest to the date of redemption), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (2) the principal amount of the Note. “Treasury Rate” means, as of any redemption date, if redeemed during the twelve-month period beginning on July 1 yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% most recent Federal Reserve Statistical Release H.15 (d519) Any redemption pursuant to this Section 3.07 shall be made pursuant that has become publicly available at least two business days prior to the provisions redemption date (or, if such Statistical Release is no longer published, any publicly available source of Section 3.01 through 3.06 hereof.similar market data)) most nearly equal to the period from the redemption date to June 1, 2022; provided, however, that if the period from the redemption date to June 1, 2022 of such Notes is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used. Joint Book-Running Managers: Barclays Capital Inc. Citigroup Global Markets Inc. BNP Paribas Securities Corp. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Mizuho Securities USA LLC RBC Capital Markets, LLC SG Americas Securities, LLC Citizens Capital Markets, Inc. Deutsche Bank Securities Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC NatWest Markets Securities Inc. Regions Securities LLC Co-Managers: Natixis Securities Americas LLC Academy Securities, Inc. ▇. ▇▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC Trade Date: May 12, 2020 Settlement Date: May 14, 2020 (T+2). Ratings1: Ba3 (▇▇▇▇▇’▇) / BB- (S&P) / BB+ (Kroll)

Optional Redemption. (a) Before July 1, 2006Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company may on any one or more occasions will not have the option to redeem up the Notes prior to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereofJanuary 15, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 20072009. Thereafter, the Company may also will have the option to redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 January 15 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252009.................................................. 104.000% 2008.......................................... 102.0632010.................................................. 102.667% 2009 2011.................................................. 101.333% 2012 and thereafter........................... ................................... 100.000% (db) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of Section 3.01 through 3.06 hereofsubparagraph (a) of this Paragraph 5, at any time prior to July 15, 2006, the Company may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 108.000% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and such redemption occurs within 120 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to January 15, 2009, the Company may at its option redeem all or part of the Notes upon not less than 30 nor more than 60 days' prior notice at a redemption price equal to the greater of (1) 100.000% of the principal amount of the Notes being redeemed and (2) as determined by the Quotation Agent, the sum of the present values of 104.000% of the principal amount of the Notes being redeemed, plus all scheduled payments of interest on such Notes to and including January 15, 2009 (but not including accrued and unpaid interest to the redemption date), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together in each case with accrued and unpaid interest and Special Interest, if any, to the applicable redemption date.

Optional Redemption. (a) Before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under Except as described in this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsSection 3.08, the Notes will not be redeemable at the Company's option prior to July 1June 15, 20072002. On or and after July 1June 15, 20072002, the Company may redeem all or a part Notes will be subject to redemption at the option of the Notes Company, in whole or in part, upon not less than 30 nor more than 60 days' written notice, at the redemption prices Redemption Prices (expressed as percentages a percentage of principal amount) set forth below below, plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption dateRedemption Date, if redeemed during the twelve-month period beginning on July 1 June 15 of each of the years indicated below: Year Percentage ---------------------------------------------- REDEMPTION YEAR PRICE ---- ---------- 2007.......................................... 104.1252002........................................................... 105.563% 2008.......................................... 102.0632003........................................................... 103.708% 2009 2004........................................................... 101.854% 2005 and thereafter........................... ............................................ 100.000%% In addition, at any time prior to June 15, 2000, the Company may on any one or more occasions redeem up to 33 1/3% of the aggregate principal amount of Notes originally issued (including, for this purpose, one or more series of Notes issued under this Indenture after the date hereof) at a Redemption Price of 111.125% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date, with the net cash proceeds of one or more Public Equity Offerings; provided that at least 66 2/3% of the Notes originally issued (including, for this purpose, one or more series of Notes issued under this Indenture after the date hereof) remain outstanding immediately after the occurrence of such redemption and provided, further, that such redemption occurs within 60 days of the date of the closing of such Public Equity Offering. In addition, at any time prior to June 15, 2002, the Company may, at its option, redeem the Notes, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof plus the applicable Make-Whole Premium. (db) Any redemption pursuant to this Section 3.07 3.08 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 3.07 hereof.

Optional Redemption. (a) Before July At any time prior to November 1, 20062007, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture (including additional notes issued after Issue Date) at a redemption price of 108.250107.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonInterest, if any, to to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries)) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption must occur occurs within 120 180 days of the date of the closing of the such Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsSection 3.07(a) or as otherwise set forth below, the Notes will not be redeemable at the Company's option prior to July November 1, 2007. 2009; provided, however, the Company may acquire the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as such acquisition does not violate the terms of this Indenture. (c) On or after July November 1, 20072009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonInterest, if any, on the Notes to be redeemed to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on July November 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252009............................................................ 103.688% 2008.......................................... 102.0632010............................................................ 102.458% 2009 2011............................................................ 101.229% 2012 and thereafter........................... ............................................. 100.000% (d) At any time prior to November 1, 2009, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Before July 1Holdings may (subject to contractual and other restrictions with respect thereto and the legal availability of funds therefor), 2006, at the Company may on any one or more occasions redeem up to 40% option of the aggregate principal amount Board of Notes issued under this Indenture Directors, redeem at a redemption price any time on or after March 15, 2002, from any source of 108.250% of the principal amount thereoffunds legally available therefor, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one in whole or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon in the occurrence manner set forth in the Certificate of a Change of ControlDesignations, upon not less than 30 nor 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), at a redemption price equal to 100% or all of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part shares of the Notes upon not less than 30 nor more than 60 days' noticeSenior Preferred Stock, at the redemption prices (expressed as percentages a percentage of principal amountthe liquidation preference thereof) set forth below plus accrued plus, without duplication, an amount in cash equal to all accumulated and unpaid interest and Additional Interest thereon, if any, dividends per share (including an amount in cash equal to a prorated dividend for the period from the Dividend Payment Date immediately prior to the applicable redemption dateRedemption Date to the Redemption Date), if redeemed during the twelve12-month period beginning on July 1 March 15 of each of the calendar years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.1252002......................................................106.500% 2008.......................................... 102.0632003......................................................104.333% 2009 2004......................................................102.167% 2005 and thereafter........................... thereafter ......................................100.000% (db) Any In addition, at any time, Holdings any redeem, subject to certain restrictions in the Certificate of Designations, shares of the Senior Preferred Stock, in whole or in part, at the option of Holdings, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 113% of the liquidation preference thereof, plus an amount in cash equal to all accumulated and unpaid dividends per share (including an amount in cash equal to a prorated dividend for the period from the Dividend Payment Date immediately prior to the provisions Redemption Date to the Redemption Date), with the proceeds of Section 3.01 through 3.06 hereofa Public Equity Offering (as defined in the Certificate of Designations), provided that such redemption occurs within 60 days after consummation of such Public Equity Offering.

Optional Redemption. (a) Before July 1, 2006Except as provided below, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes Debentures will not be redeemable at the Company's Issuers' option prior to July August 1, 20072003. On or after July 1, 2007Thereafter, the Company may redeem all or a part Debentures will be subject to redemption at any time at the option of the Notes Issuers, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, Liquidated Damages thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July August 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125PERCENTAGE OF YEAR PRINCIPAL AMOUNT ----------------------------------------------------------------------------------- 2003............................................ 106.688% 2008.......................................... 102.0632004............................................ 104.458% 2009 2005............................................ 102.229% 2006 and thereafter........................... ............................. 100.000% (db) Notwithstanding the foregoing, at any time prior to August 1, 2001, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount at maturity of Debentures originally issued under the Indenture at a redemption price of 113.375% of the Accreted Value thereof (as determined on the redemption date), plus Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of any Equity Offerings; provided that at least 65% of the aggregate principal amount at maturity of Debentures originally issued remain outstanding immediately after the occurrence of such redemption (excluding Debentures held by Holdings and its Subsidiaries); and provided further that such redemption shall occur within 120 days of the date of the closing of any such Equity Offering. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006Except as set forth in clause 5(b) of this Senior Note, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Senior Notes will not be redeemable at the CompanyAnvil's option prior to July 1March 15, 20072002. On or after July 1, 2007Thereafter, the Company may redeem all Senior Notes will be subject to redemption for cash at the option of Anvil, in whole or a part of the Notes in part, upon not less than 30 nor more than 60 days' notice, to each holder of Senior Notes to be redeemed at the following redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption dateamount thereof), if redeemed during the twelve-month period beginning on July 1 March 15 of each of the years indicated below, in each case together with any accrued and unpaid interest and Liquidated Damages thereon to the applicable redemption date: Year Percentage ---------------------------------------------- ---- ---------- 20072002.......................................... 104.125105.438% 20082003.......................................... 102.063103.625% 2009 2004 ......................................... 101.813% 2005 and thereafter........................... 100.000% (db) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of Section 3.01 through 3.06 hereofclause 5(a) of this Senior Note, at any time on or before March 15, 2000, Anvil may (but will not have the obligation to) redeem for cash up to 40% of the original aggregate principal amount of the Senior Notes at a redemption price of 110% of the principal amount thereof, in each case plus any accrued and unpaid interest and Liquidated Damages thereon to the redemption date, with the net proceeds of a Public Equity Offering; provided that at least 60% of the original aggregate principal amount of the Senior Notes remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption will occur within 60 days of the date of the closing of such Public Equity Offering. (c) Notices of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Senior Notes are to be redeemed at its registered address. Senior Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Senior Notes held by a Holder are to be redeemed. Unless Anvil defaults in making such redemption payment, on and after the redemption date interest ceases to accrue on Senior Notes or portions thereof called for redemption.

Optional Redemption. (a) Before July 1, 2006Except as set forth in paragraphs 5(b) below, the Company may on any one or more occasions shall not have the option to redeem up the Notes prior to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof[_____], plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007200[_]. Thereafter, the Company may also shall have the option to redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 [_____] of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.125200[_]................................................................ [ ]% 2008.......................................... 102.063200[_]................................................................ [ ]% 2009 200[_] and thereafter........................... 100.000................................................. 100.0000% (db) Any Notwithstanding the foregoing, at any time prior to [______], 200[_], the Company may redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture at a redemption pursuant to this Section 3.07 shall be made pursuant price of [__]% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the provisions redemption date, with the net cash proceeds of Section 3.01 through 3.06 hereofthe initial Public Equity Offerings of the Company or the Parent; provided that (A) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Parent, the Company and its Subsidiaries; and (B) the redemption must occur within 60 days of the date of the closing of such initial Public Equity Offering.

Optional Redemption. (a) Before Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Notes will not be redeemable at the Company's option prior to July 1, 2007. Thereafter, 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 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage -------------------------- ---------- 2007...................... 104.125% 2008...................... 102.063% 2009 and thereafter....... 100.000% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more any Equity Offerings; provided that: (i) that at least 60% of the aggregate principal amount of Notes issued under this the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the and provided further that such redemption must shall occur within 120 days of the date of the closing of the any such Equity Offering. (bc) Before July 1, 2007, the Company Notes may also redeem the Notesbe 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 nor more than 60 days' 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 principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more occasions Equity Offerings (as defined below) to redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 108.250106.500% of the principal amount thereof, thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds date of one or more Equity Offeringsredemption; provided that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company and its Subsidiaries)redemption; and (ii2) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any makes such redemption occur not more than 90 days after the occurrence consummation of any such Change of Control), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date")Equity Offering. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006At any time prior to the fourth anniversary date of the Original Issue Date, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also option redeem the Notes, as a in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof of the Notes plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, to the date of redemption (the "Redemption Date")date. (cb) Except pursuant At any time and from time to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On time on or after July 1, 2007the fourth anniversary date of the Original Issue Date, the Company may redeem all the Notes, in whole or in part, at a part redemption price equal to the percentage of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) amount set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, date if redeemed during the twelve-month period beginning on July 1 the anniversary date of the Original Issue Date of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.1252017...................................................................... 103.125% 2008.......................................... 102.0632018...................................................................... 101.563% 2009 2019 and thereafter........................... thereafter .............................................. 100.000% (c) At any time prior to the third anniversary date of the Original Issue Date, the Company may redeem up to 35% of the principal amount of the Notes with the Net Cash Proceeds of one or more sales of its Common Stock in an Equity Offering at a redemption price of 106.25% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the Original Issue Date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related sale of Capital Stock. (d) Any The Company will give not less than 30 days’ nor more than 60 days’ notice of any such redemption pursuant to this Section 3.07 Holders, to the Trustee and the Paying Agent. If less than all of the Notes are to be redeemed, selection of the Notes for redemption will be made on a pro-rata basis, or if the Notes are issued in global form, in accordance with applicable DTC procedures (subject, in all cases, to compliance with the rules of any national securities exchange on which the Notes may be listed). However, no Note of US$1.00 in principal amount or less shall be made pursuant redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the provisions unredeemed portion will be issued upon cancellation of Section 3.01 through 3.06 hereofthe original Note.

Optional Redemption. (a) Before July At any time prior to October 1, 20062022, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 hereof, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, thereon, to, but not including, the date of redemption (the “Redemption Date”). (b) On and after October 1, 2022, the Issuers may on one or more occasions redeem all or a part of the Notes upon notice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 3.07(b), plus accrued and unpaid interest, if any, thereon to, but not including, the applicable Redemption Date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below: Year Percentage 2022 ............................................................................... 103.375% 2023 ............................................................................... 101.688% 2024 and thereafter ........................................................ 100.000 % (c) Prior to October 1, 2022, the Issuers may, at their option, on one or more occasions redeem up to 4040.0% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price of 108.250equal to 106.750% of the aggregate principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to thereon, to, but not including, the redemption dateapplicable Redemption Date, with the net cash proceeds of received by the Issuers from one or more Equity Offerings; provided that: provided, that (ia) at least 6050.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (other than Notes held by the Issuers or any of their Affiliates) remains outstanding immediately after the occurrence of each such redemption (excluding redemption, unless all such Notes held by the Company and its Subsidiaries); are redeemed substantially concurrently and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006Except as set forth in subparagraph (b) and (c) of this Paragraph 5, the Company may shall not have the option to redeem the Notes prior to December 15, 2007. At any time and from time to time on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1December 15, 2007, the Company may also shall have the option to redeem all or part of the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 December 15 of the years indicated belowbelow subject to the rights of Holders of the Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... ............................................................... 104.125% 2008.......................................... ............................................................... 102.063% 2009 and thereafter........................... ................................................ 100.000% (db) Any At any time and from time to time prior to December 15, 2007, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Notwithstanding the provisions of Section 3.01 through 3.06 hereofsubparagraph (a) of this Paragraph 5, at any time prior to December 15, 2006, the Company may on any one or more occasions redeem (i) up to 35% of the aggregate principal amount of Notes originally issued under the Indenture and (ii) all or a portion of any Additional Notes issued under the Indenture, in each case at a redemption price of 108.25% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with the net proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding the Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering.

Optional Redemption. (a) Before July Except as described in Section 3.07(b), the Securities will ------------------- not be redeemable at the Company's option prior to August 1, 20062002. Thereafter, the Company may on Securities will be subject to redemption at any one or more occasions redeem up to 40% time at the option of the aggregate principal amount Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of Notes issued under this Indenture at Accreted Value) set forth below plus in the case of a redemption price of 108.250% of the principal amount thereofafter August 1, plus 2004, accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), with if redeemed during the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% twelve-month period beginning on August 1 of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company years indicated below: Year Percentage ---- ---------- 2002..................................... 106.000% 2003..................................... 103.000% 2004 and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering.thereafter...................... 100.000% (b) Before July At any time on or prior to August 1, 20072002, the Company Securities may also redeem the Notes, be redeemed as a whole but not in part, 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 may any such redemption occur more than 90 days after the occurrence of such Change of Control)) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount Accreted Value thereof (determined at the redemption date) plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonPremium, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% date (d) Any redemption pursuant to this Section 3.07 shall be made pursuant subject to the provisions right of Section 3.01 through 3.06 hereofHolders on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. (a) Before July 1, 2006Except as set forth in clause (b) and (c) of this Section 3.07, the Company may on any one or more occasions redeem up shall not have the option to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except Notes pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option this Section 3.07 prior to July September 1, 2007. On or after July 1, 2007Thereafter, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on July September 1 of the years indicated below: below (subject to the right of Holders on the relevant record date to receive interest and Liquidated Damages due on the related interest payment date): Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.125............................................................... 108.000% 2008.......................................... 102.063............................................................... 102.938% 2009 and thereafter........................... 2009............................................................... 100.000% (b) At any time prior to September 1, 2006, the Company may redeem up to 25% of the aggregate principal amount of Notes issued under this Indenture (including Additional Notes, if any, issued subsequent to the Closing Date) at a redemption price equal to 111.750% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more offerings of Capital Stock (other than Disqualified Stock) of the Company or of a Holding Company (to the extent, in the case of a Holding Company, that the net cash proceeds thereof are used to purchase Capital Stock (other than Disqualified Stock), or are contributed to the common equity capital, of the Company); provided that (A) at least 75% of the aggregate principal amount of the Notes remain outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and (B) the redemption must occur within 90 days of the date of the closing of such offering. (c) In addition, at any time prior to September 1, 2007, the Company may redeem all or part of the Notes upon not less than 30 days' nor more than 60 days' notice at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption, plus (iii) the Applicable Premium. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July Except as set forth in subparagraphs (b) and (c) below and in Section 6 hereof, the Notes shall not be redeemable at the Company's option prior to December 1, 20062003. Thereafter, the Notes shall be subject to redemption at any time or from time to time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special 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: Percentage of PRINCIPAL Year Amount ---- ------ 2003........................................... 105.250% 2004........................................... 103.500% 2005........................................... 101.750% 2006 and thereafter............................ 100.000% (b) Notwithstanding the foregoing, at any time prior to December 1, 2001, the Company may may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of Notes originally issued under this pursuant to the Indenture at a redemption price of 108.250110.500% of the principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest thereonSpecial Interest, if any, to the redemption date, with the net cash proceeds of received from one or more Equity OfferingsOfferings made by the Company or GCL or (to the extent such net cash proceeds received by GCL were contributed to the Company as common equity capital); provided that: (i) that at least 6065% of the aggregate principal amount of Notes originally issued under this pursuant to the Indenture remains remain outstanding immediately after the occurrence of any such redemption. The Company may make any such redemption upon not less than 30 nor more than 60 days' notice (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 but in no event more than 90 days of the date of after the closing of the related Equity Offering). Any such notice may be given prior to the completion of the related Equity Offering and any such redemption may, at the Company'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. (bc) Before July In addition, at any time prior to December 1, 20072003, the Company Notes may also redeem be redeemed at the Notesoption of the Company, as a in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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 principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, the date of redemption (the "Redemption Date")redemption. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereofof the Indenture.

Optional Redemption. (a) Before July 1The Notes will not be subject to any redemption at the option of the Company except as set forth in the following paragraphs. (b) The Notes may be redeemed, 2006in whole part or in part, at any time prior to January 15, 2009, at the option of the Company upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to, as determined by the Reference Treasury Dealer, the sum of the present values of the Remaining Scheduled Payments discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption. (c) At any time prior to January 15, 2009, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250110% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii2) the redemption must occur within 120 days of the date of the closing of the such Equity Offering. (bd) Before July 1After January 15, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 20072009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 January 15th of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252009........................................ 105.000% 2008.......................................... 102.0632010........................................ 103.333% 2009 and thereafter........................... 2011........................................ 101.667% 2012........................................ 100.000% (de) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006, the The Company may on any one or more occasions redeem up to 40% (the "Optional Redemption") all of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% Notes, or any portion of the principal amount thereofNotes in minimum multiples of $100,000,000 of original issue price, at any time on or after July 21, 2004, at the following redemption prices (each, an "Optional Redemption Price") expressed in percentages of the Full Accreted Value of the Note on the redemption date, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of redemption, subject to the closing right of the Equity Offering.Holder of the Note of record on the relevant record date to receive interest on the relevant Interest Payment Date: Period Redemption Price From July 21, 2004 through July 20, 2005....................................... 103.375% From July 21, 2005 through July 20, 2006....................................... 102.250% From July 21, 2006 through July 20, 2007....................................... 101.125% July 21, 2007 and thereafter........................ 100.000% (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence Notice of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption an Optional Redemption (the "Optional Redemption Notice") pursuant to this Section 13.1 shall be mailed at least 30, but not more than 60, days prior to the redemption date fixed in the Optional Redemption Notice, which must be a Business Day (any such date an "Optional Redemption Date"), to the Holders of the Notes, at such Holders' address as they appear in the Notes Register. In order to facilitate the Optional Redemption of the Notes, the Board of Directors may fix a record date for the determination of the Notes to be redeemed, or may cause the transfer books of the Company for the Notes to be closed, not more than 60 days or less than 30 days prior to the Optional Redemption Date. Each Optional Redemption Notice shall identify the Notes to be redeemed (including the CUSIP number), shall specify the Optional Redemption Date and the Redemption Price at which the Notes are to be redeemed and shall state that payment of the Optional Redemption Price of the Notes or portions thereof to be redeemed will be made at the office or agency to be maintained by the Company as provided in Section 4.2 (or any of said offices or agencies, if more than one) upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Notes are to be redeemed, each Optional Redemption Notice shall identify which of such Notes are to be redeemed. In case any Note is to be redeemed in part only, the Optional Redemption Notice shall state the portion of the Principal amount thereof to be redeemed and shall state that on and after the Optional Redemption Date, upon presentation and surrender of such Note, a new Note or Notes in Principal amount equal to the unredeemed portion thereof will be issued. If any Notes are to be redeemed, the Company shall give the Trustee forty-five days' written notice (or such lesser period of time as approved by the Trustee) in advance as to the aggregate Principal amount of such Notes to be redeemed, and if less than all the Notes are to be redeemed, thereupon the Trustee shall select, by lot, pro rata or in such other manner as in its sole discretion it shall deem appropriate and fair, the Notes or portions thereof to be redeemed and shall thereafter promptly notify the Company in writing which of the Notes or portions thereof are to be redeemed. (c) Except pursuant On the Optional Redemption Date, the Holders of the Notes shall surrender the Notes subject to the Optional Redemption to the Company at the place designated in the Optional Redemption Notice, and the Company shall pay to each Holder of the Notes subject to the Optional Redemption the Optional Redemption Price in accordance with the terms of the Notes. From and after the Optional Redemption Date (i) the Notes subject to the Optional Redemption shall no longer be deemed Outstanding, (ii) the right to receive interest thereon shall cease to accrue and (iii) all rights of the Holders of the Notes subject to the Optional Redemption shall cease and terminate, excepting only the right to receive the Optional Redemption Price therefor and the right to convert such Notes into shares of Common Stock until the close of business on one Business Day immediately preceding paragraphsthe date of redemption, in accordance with Article Fourteen; provided, however, that if the Company shall default in the payment of the Optional Redemption Price, the Notes will not shall thereafter be redeemable at deemed to be Outstanding and the Company's option prior to July 1, 2007Holder thereof shall have all of the rights of a Holder of the Notes until such time as such default shall no longer be continuing or shall have been waived by the Holders of the Notes. On or after July 1, 2007Upon presentation and surrender of any Note which is redeemed in part only, the Company may redeem all shall execute and register and the Trustee or a part of the Notes upon not less than 30 nor more than 60 days' noticeAuthenticating Agent on its behalf shall authenticate and make available for delivery, at the redemption prices (expressed as percentages expense of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonthe Company, if anya new Note or Notes of authorized denominations, in Principal amount equal to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 unredeemed portion of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereofNote so presented.

Optional Redemption. (a) Before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. Except as set forth in subparagraphs (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsof this Paragraph 5, the Notes will not be redeemable at the Company's option prior to July 1November 15, 20072008. On or after July 1, 2007Thereafter, the Company may redeem all or a part Notes will be subject to redemption at any time at the option of the Notes Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, Registration Default Damages thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 November 15 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252008.............................................................. 103.313% 2008.......................................... 102.0632009.............................................................. 102.208% 2009 2010.............................................................. 101.104% 2011 and thereafter........................... ............................................... 100.000% (db) Any At any time prior to November 15, 2006, the Company may redeem up to 35% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Notes) issued under the Indenture with the Net Cash Proceeds of one or more Equity Offerings at a redemption pursuant to this Section 3.07 shall be made pursuant price of 106.625% of the principal amount thereof, plus accrued and unpaid interest and Registration Default Damages, if any, to the provisions redemption date (subject to the right of Section 3.01 through 3.06 hereofholders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (1) there is a Public Market at the time of such redemption; (2) at least 65% of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under the Indenture remains outstanding after each such redemption; and (3) the redemption occurs within 60 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 Note is registered at the close of business on such record date, and no additional interest will be payable to holders whose Notes will be subject to redemption by the Company. (c) At any time prior to November 15, 2008, the Notes may be redeemed or purchased, by or on behalf of the Company, in whole or in part, at the Company's option, upon not less than 30 nor more than 60 days notice, at a redemption or purchase price equal to 100% of the principal amount thereof plus the Applicable Premium plus accrued and unpaid interest, if any, to the redemption or purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. (a) Before Except as provided in paragraph (b) below, the Notes shall not be redeemable at the Company's option prior to July 115, 2005. Thereafter, the Notes shall be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period commencing on July 15 of the years set forth below: -55- Percentage of Principal Year Amount ---- ------------ 2005................................................... 106.000% 2006................................................... 104.000% 2007................................................... 102.000% 2008 and thereafter.................................... 100.000% (b) Notwithstanding the foregoing, at any time, or from time to time, on or prior to July 15, 2003, the Company may on any one or more occasions may, at its option, redeem up to 4035% of the aggregate principal amount of Initial Notes issued under this Indenture at a redemption price of 108.250112.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (i) that at least 6065% of the aggregate principal amount of Initial Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the and provided further that such redemption must shall occur within 120 90 days after the consummation of the date of the closing of the any such Public Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof3.06.

Optional Redemption. (a) Before July 1At any time and from time to time prior to September 30, 20062028, the Company Notes may be redeemed at the Issuer’s option, in whole or in part, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, plus the Applicable Premium as of the applicable Redemption Date. On and after September 30, 2028, the Notes may be redeemed, at the Issuer’s option, in whole or in part, at any time and from time to time, at the redemption prices set forth below. The Notes shall be redeemable at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on September 30 of each of the years indicated below: 2028.................................................................. 103.1250% 2029.................................................................. 101.5625% 2030 and thereafter............................................. 100.000% At any time on or prior to September 30, 2028, the Issuer may on any one or more occasions redeem up to 40an aggregate of 40.0% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 108.25050% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Interest thereon, if any, to but excluding the redemption applicable Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds Net Cash Proceeds of one or more Equity Offeringsa public offering of common stock of the Issuer; provided that: (i) provided, however, that at least 6060.0% of the in aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding other than Notes held held, directly or indirectly, by the Company Issuer or its Affiliates) and its Subsidiaries); and (ii) the that such redemption must shall occur within 120 90 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem such public offering. In connection with any tender offer for the Notes, as a whole but not in part, upon the occurrence of including a Change of ControlControl Offer, upon if Holders of not less than 30 nor 90.0% 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 withdrawn by such Holders, all of the Holders will be deemed to have consented to such tender or other offer and accordingly, the Issuer or such third party will have the right, upon notice of redemption sent or mailed not more than 60 days' prior notice (but in no event may any such redemption occur more than 90 30 days after following the occurrence date of such Change of Control)purchase, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% of the principal amount thereof plus price offered to each other Holder in such tender offer plus, to the Applicable Premium as ofextent not included in the tender offer payment, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to but excluding the applicable redemption Redemption Date. If the Redemption Date with respect to a Note to be redeemed is on or after an interest record date and on or before the related interest payment date, if redeemed during the twelve-month period beginning any accrued and unpaid interest on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 that Note shall be made pursuant payable to the provisions Person that was, at the close of Section 3.01 through 3.06 hereofbusiness on such record date, the Holder of that Note, and no additional interest for the period to which that interest record date relates shall be payable with respect to that Note.

Optional Redemption. (a) Before The Notes may be redeemed, in whole or in part, at any time or from time to time prior to July 115, 20062026 at the option of the Issuer, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the Company 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). The Issuer will, prior to such redemption date, provide written notice executed by an Officer of the Issuer of the Treasury Rate and Applicable Premium, including the calculations thereof in reasonable detail. (b) At any time or from time to time on or after July 15, 2026, the Issuer, at its option, may redeem the Notes in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, together with accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on any the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period beginning July 15 of the years indicated below: Year Redemption Price 2026 …………………………………………………………... 104.125% 2027………………………………………………………….... 102.063% 2028 and thereafter …………………………………………… 100.000% (c) In the event that on or before July 15, 2026, the Issuer receives net cash proceeds from one or more occasions Equity Offerings, the Issuer may use an amount not greater than the amount of such net cash proceeds to redeem up to 40% of the original aggregate principal amount of all Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to, but excluding, the applicable redemption date (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date, with the net cash proceeds of one or more Equity Offerings); provided that: (i1) at least 6060.0% of the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of giving effect to each such redemption (excluding Notes held by the Company and its Subsidiaries)redemption; and (ii2) the redemption must occur within 120 occurs not more than 180 days of after the date of the closing of the any such Equity Offering. (bd) Before July 1, 2007, the Company The Notes may also redeem be redeemed in certain circumstances set forth in Section 3.7 of the Notes, as a whole but Indenture. (e) If Holders of not less than 90% in part, upon aggregate principal amount of the occurrence of outstanding Notes validly tender and do not withdraw such Notes in connection with any tender offer or other offer to purchase the Notes (including pursuant to a Change of ControlControl Offer, Alternate Offer or an offer to purchase with the proceeds from any Asset Disposition) and the Issuer, or any other Person making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer will have the right, upon not less than 30 10 nor more than 60 days' ’ prior notice (but in no event may any notice, to redeem all Notes that remain outstanding following such redemption occur more than 90 days after the occurrence of such Change of Control), purchase at a redemption price in cash equal to 100% of the principal amount thereof applicable price paid to Holders in such purchase, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption (the "Redemption Date"redemption). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1Except as set forth in clauses (b) and (c) of this Section 3.07, 2006the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to March 15, 2010. On or after March 15, 2010, the Company shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed 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 March 15 of the years indicated below: Year Percentage ---- ---------- 2010 .................. 103.313% 2011 .................. 102.208% 2012 .................. 101.104% 2013 and thereafter ... 100.000% (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time on or prior to March 15, 2008, the Company may on any one or more occasions redeem up to 40an aggregate of 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250equal to 106.625% of the principal amount thereof, thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity OfferingsOfferings of the Company, to the extent the net cash proceeds thereof are contributed to the Company as a capital contribution to the common equity of the Company; provided that: (i) that at least 6065% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the that such redemption must occur occurs within 120 90 days of the date of the closing of the such Equity Offering. (c) Notwithstanding the provisions of clauses (a) and (b) Before July 1of this Section 3.07, 2007prior to March 15, 2010, the Company may also redeem the NotesNotes will be redeemable, as a whole but not in whole, at any time, or in part, upon from time to time, at the occurrence option of a Change of Control, the Company upon not less than 30 nor 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), at a redemption price equal to the sum of: (1) 100% of the principal amount thereof plus the Applicable Premium as ofthereof, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the applicable redemption date, if redeemed during any; plus (2) the twelveMake-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000%Whole Amount. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company may on any one or more occasions redeem up will not have the option to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July December 1, 2007. On or after July December 1, 2007, the Company may will have the option to redeem all the Notes, in whole or a part of the Notes in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, thereon to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on July December 1 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.125% ............................................................ 105.2 2008.......................................... 102.063% 2009 ............................................................ 103.5 2009............................................................ 101.7 2010 and thereafter........................... 100.000............................................. 100.00% (db) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of Section 3.01 through 3.06 hereofsubparagraph (a) of this Paragraph 5, at any time prior to December 1, 2005, the Company may redeem Notes on any one or more occasions with the Net Cash Proceeds from one or more Equity Offerings by the Company or Holdings (so long as such Net Cash Proceeds are contributed by Holdings to the Company as common equity) at a redemption price equal to 110.50% of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that at least 65% in aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding the Notes held by the Company and its Subsidiaries) and that such redemption occurs within 60 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, the Notes may be redeemed, in whole or in part, at any time prior to December 1, 2007, at the option of the Company upon not less than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. (a) Before July The Notes will not be redeemable at the option of the Company prior to June 1, 2004. On or after such date, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, at the following prices (expressed in percentages of the principal amount), if redeemed during the 12 months beginning June 1 of the years indicated below, in each case together with interest accrued 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): YEAR PERCENTAGE ---- ---------- 2004................................ 105.000% 2005................................ 103.333% 2006................................ 101.667% 2007 and thereafter................. 100.000% (b) If fewer than all the Notes are redeemed, selection for redemption will be made by the Trustee, by lot or by any other means the Trustee determines to be fair and appropriate. (c) Notwithstanding the foregoing, at any time on or prior to June 1, 2002, the Company may on any one or more occasions redeem up to 40an aggregate of 33% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250110% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the redemption date, with the net cash proceeds of one or more from a Qualified Equity Offerings; provided that: (i) Offering, PROVIDED that at least 6067% of the aggregate principal amount of Notes issued under this Indenture remains remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the PROVIDED, FURTHER, that such redemption must occur occurs within 120 60 days of the date of the closing of the such Qualified Equity Offering. (bd) Before July 1, 2007, The Notes may be redeemed at the option of the Company may also redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at any time at 100% of the redemption prices (expressed as percentages of principal amount) set forth below amount thereof, plus accrued and unpaid interest and Additional Interest thereonto the date fixed for such payment if, if anyas a result of any change in or amendment to the laws, regulations or governmental policy having the force of law of any Permitted Country (or of any political subdivision or taxing authority thereof or therein) or any execution of or amendment to, any treaty or treaties affecting taxation of which the Permitted Country (or such political subdivision or taxing authority) is a party, which becomes effective on or after the date of the Company's change in organizational jurisdiction (i) the Company is required, or would be required on the next succeeding interest payment date, to pay Additional Amounts in respect of payments on the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 Notes as a result of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 imposition of Taxes imposed by a Permitted Country (or any political subdivision or taxing authority thereof) and thereafter........................... 100.000% (dii) Any the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company that do not require undue effort or costs. In addition, the Company will also pay to holders on the redemption pursuant to this Section 3.07 date any Additional Amounts which would otherwise be payable; PROVIDED, HOWEVER, that no such notice of redemption shall be made pursuant given earlier than 180 days prior to the provisions earliest date on which the Company could be obligated to pay such Additional Amounts if a payment in respect of Section 3.01 through 3.06 hereofthe Notes were then due. Prior to the publication of the notice of redemption in accordance with the foregoing, the Company shall deliver to the Trustee an officer's certificate stating that (x) the Company is entitled to effect such redemption based on an Opinion of Counsel or written advice of an independent tax counsel or accounting firm, such opinion or advice being reasonably acceptable to the Trustee, that the condition referred to in clause (i) of the immediately preceding paragraph is satisfied as a result of such change, amendment or executed or amended treaty and (y) the condition described in (ii) of the immediately preceding paragraph is satisfied. Such notice, once delivered by the Company to the Trustee, will be irrevocable.

Optional Redemption. (a) Before On and after July 115, 20062018 the Issuer may redeem all or, from time to time, part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest to, but not including, the Company 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), if redeemed during the twelve-month period beginning on July 15 of the years indicated below: Year Price 2018 ...................................................................................................................................... 104.031% 2019 ...................................................................................................................................... 102.688% 2020 ...................................................................................................................................... 101.344% 2021 and thereafter ............................................................................................................... 100.000% Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or the portion thereof called for redemption on the applicable redemption date. Any such redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. (b) Prior to July 15, 2018, the Issuer may on any one or more occasions redeem up to 40% of the aggregate original principal amount of the Notes issued under this Indenture (including the principal amount of any Additional Notes denominated in such currency), upon not less than 10 nor more than 60 days’ notice, with funds in an aggregate amount (the “Redemption Amount”) not exceeding the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 108.250105.375% of the principal amount thereofof the Notes, plus accrued and unpaid interest and Additional Interest thereonto, if anybut not including, the applicable 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 of one or more Equity Offerings); provided that: (i1) at least 60% of the aggregate original principal amount of the Notes issued under this Indenture (including the principal amount of any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries)redemption; and (ii2) the redemption must occur occurs within 120 180 days of the date of after the closing of the such Equity Offering. . Any redemption notice given in respect of the redemption of the Notes (bincluding upon an Equity Offering or in connection with a transaction (or series of related transactions) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of or an event that constitutes a Change of Control) may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, the completion or occurrence of such transaction or event, as the case may be. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or waived, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. In no event shall the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed. (c) Prior to July 15, 2018, the Issuer may redeem all or, from time to time, a part of the Notes upon not less than 30 10 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, but not including, the applicable redemption date of redemption (the "Redemption Date"). (c) Except pursuant subject to the preceding paragraphs, right of Holders of record on the Notes will not be redeemable at relevant record date to receive interest due on the Company's option prior to July 1, 2007relevant interest payment date). On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' noticeAny such redemption and notice may, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonIssuer’s discretion, if any, be subject to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 satisfaction of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000%one or more conditions precedent. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through Section 3.06 hereof. (e) If any Notes are listed on an exchange, and the rules of the exchange so require, the Issuer will notify the exchange of any such redemption and the principal amount of any Notes outstanding following any partial redemption of such Notes. In no event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of Notes eligible under this Indenture to be redeemed.

Optional Redemption. (a) Before July 1At any time prior to November 15, 2006, the Company may on any one or more occasions redeem redeem, in whole or in part, up to 4035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250108.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries)) remains outstanding immediately after the occurrence of such redemption; and (ii2) the notice of redemption must occur within 120 is mailed 60 days of the date of the closing of the such Equity Offering. (b) Before July 1On or after November 15, 20072008, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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)may, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as ofits option, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' days notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 November 15 of the years indicated below, subject to the rights of the Holders of the Notes on the relevant record date to receive interest on the relevant interest payment date that is on or prior to the date fixed for redemption: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252008....................................................... 104.375% 2008.......................................... 102.0632009....................................................... 102.917% 2009 2010....................................................... 101.458% 2011 and thereafter........................... ........................................ 100.000% (dc) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006Except as set forth in subparagraph (b) and (c) of this Paragraph 5, the Company may on any one or more occasions shall not have the option to redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, prior to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence final maturity of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity OfferingNotes. (b) Before July 1At any time prior to February 15, 20072009, the Company may also redeem Notes will be subject to redemption, from time to time and at the Notesoption of the Company, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but mailed to each Holder of Notes to be redeemed at such Holder's address appearing in no event may any such redemption occur more than 90 days after the occurrence Security Register, in amounts of such Change $1,000 or an integral multiple of Control)$1,000, at a redemption price equal to the greater of (1) 100% of the their principal amount thereof or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus the Applicable Premium as of50 basis points, and plus in each case accrued and but unpaid interest and Additional (including Special Interest) to but excluding the Redemption Date (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest thereon, if any, to, Payment Date that is on or prior to the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1February 15, 20072009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 February 15 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252009............................................................ 103.063% 2008.......................................... 102.0632010............................................................ 102.042% 2009 2011............................................................ 101.021% 2012 and thereafter........................... ............................................. 100.000% (d) Any redemption pursuant At any time, or from time to this Section 3.07 time, prior to February 15, 2007, up to 33-1/3% in aggregate principal amount of the Notes originally issued under the Indenture shall be made pursuant redeemable, at the option of the Company, from the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a Redemption Price equal to 106.125% of the principal amount thereof, together with accrued but unpaid interest to the provisions Redemption Date (subject to the right of Section 3.01 through 3.06 hereofHolders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date); provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering.

Optional Redemption. (a) Before At any time prior to July 115, 20062005, the Company may on any one or more occasions upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture (without regard to the reduction of the aggregate principal amount of the Notes outstanding due to any scheduled principal payments) at a redemption price of 108.250% of equal to par plus the principal amount thereofapplicable Eurodollar Rate then in effect, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes originally issued under this Indenture (without regard to the reduction of the aggregate principal amount of the Notes then outstanding due to any scheduled principal payments) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii2) the redemption must occur within 120 45 days of the date of the closing of the such Public Equity Offering. (b) Before After July 115, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, 2005 the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereoninterest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 15 of the years indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252005............................................................................. 103.000% 2008.......................................... 102.063% 2009 2006 and thereafter........................... .............................................................. 100.000% (dc) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1Except as set forth in Sections 3.07(b) and (c) below and in Section 3.08 hereof, the Notes Due 2010 shall not be redeemable at the Company's option prior to ___________ 2005. Thereafter, the Notes Due 2010 shall be subject to redemption at any time or from time to time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on __________ of the years indicated below: PERCENTAGE OF YEAR PRINCIPAL AMOUNT ---- ---------------- 2005................................................ 2006................................................ 2007................................................ 2008 and thereafter................................. (b) Notwithstanding the foregoing, at any time prior to ____________, 2003, the Company may may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of Notes Due 2010 originally issued under pursuant to this Indenture at a redemption price of 108.250____________% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the redemption date, with the net cash proceeds of received from one or more Equity OfferingsOfferings made by the Company after the date of this Indenture; provided that: (i) that at least 6065% of the aggregate principal amount of Notes Securities originally issued under pursuant to this Indenture remains remain outstanding immediately after the occurrence of any such redemption. The Company may make any such redemption upon not less than 30 nor more than 60 days' notice (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 but in no event more than 90 days of the date of after the closing of the related Equity Offering). Any such notice may be given prior to the completion of the related Equity Offering and any such redemption may, at the Company'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. (bc) Before July 1In addition, 2007at any time prior to _________, 2005, the Company Notes Due 2010 may also redeem be redeemed at the Notesoption of the Company, as a in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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 principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, the date of redemption (the "Redemption Date")redemption. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. 48 48 SECTION 3.

Optional Redemption. (a) Before July Except as set forth in the following paragraphs of this Section 5, the Notes shall not be redeemable at the option of the Company prior to June 1, 20062021. On and after June 1, 2021, the Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Notes (which, for the avoidance of doubt, includes Additional Notes) at the following redemption prices (expressed in 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 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 June 1 of the years set forth below: 2021......................................................................................... 102.9375% 2022......................................................................................... 101.9583% 2023......................................................................................... 100.9791% 2024 and thereafter.................................................................. 100.0000% In addition, at any time prior to June 1, 2019, the Company may at its option on any one or more occasions redeem up in an aggregate principal amount not to 40exceed 40.0% of the aggregate principal amount of the Notes (which, for the avoidance of doubt, includes Additional Notes) originally issued under this Indenture at a redemption price (expressed as a percentage of 108.250% principal amount) of the principal amount thereof105.875%, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of from one or more Qualified Equity Offerings; provided that: provided, however, that (ia) at least 6050% of the such aggregate principal amount of Notes (excluding any Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur occurs within 120 90 days of after the date of the closing of the related Qualified Equity Offering. (b) Before July . Prior to June 1, 20072021, the Company may also shall be entitled at its option to redeem all or a portion of the Notes (which, for the avoidance of doubt, includes Additional Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), if any) at a redemption price equal to 100% of the principal amount thereof of the Notes plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, the redemption date of redemption (the "Redemption Date"). (c) Except pursuant subject to the preceding paragraphsright of Holders on the relevant record date to receive interest due on the relevant interest payment date). Any redemption notice may, the Notes will not be redeemable at the Company's option prior ’s discretion, be subject to July 1one or more conditions precedent, 2007including completion of a Qualified Equity Offering, refinancing transaction or other corporate transaction. On or after July 1, 2007If any condition precedent has not been satisfied, the Company may redeem all or a part will provide written notice to the Trustees prior to the close of business on the Business Day prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded and the redemption of the Notes upon shall not less than 30 nor more than 60 days' occur or, if specified in such notice, at the date of such redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, shall be extended to the applicable redemption specified date, if redeemed during which shall not be later than the twelve-month period beginning on July 1 latest date upon which such redemption is permitted to occur under this Section 5. Upon receipt, the U.S. Trustee shall provide such notice to each Holder of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any Notes in the same manner in which the notice of redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereofwas given.

Optional Redemption. Solely with respect to the Notes, the following paragraphs are added as new Section 12.6 under Article 12 of the Indenture entitled “Optional Redemption”: (a) Before July 1The Notes are redeemable, 2006at the Issuer's option, in whole or in part, at any time or from time to time, on or after March 15, 2023 and prior to maturity at the following prices (the “Redemption Price”) (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the Company may date (the “Redemption Date”) fixed by the Issuer for redemption (subject to the right of Holders of record on the relevant record date that is on or prior to the Redemption Date to receive interest due on an interest payment date), if redeemed during the 12 month period commencing on March 15 of the following years: 2023............................................................ 102.375% 2024............................................................ 101.188% 2025 and thereafter..................................... 100.000% (b) Prior to March 15, 2023, the Issuer may, on any one or more occasions redeem up to 40% of the aggregate original principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of additional Notes) with the Net Cash Proceeds of one or more Public Equity Offerings at a redemption price of 108.250104.750% of the principal amount thereofof the Notes so redeemed, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, 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 of one or more Equity Offerings); provided that: (i) at least 60% of the aggregate original principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries)redemption; and (ii) the redemption must occur occurs within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence closing of such Change Public Equity Offering. 4847-0244-4745.5 (c) Prior to March 15, 2023, the Issuer may on any one or more occasions redeem all or a part of Control), the Notes at a redemption price equal to 100% of the principal amount thereof of the Notes so redeemed plus the Applicable Premium Premium, as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, but excluding, the Redemption Date (subject to, without duplication, the right of Holders on the relevant record date of redemption (to receive interest due on the "Redemption Date"relevant interest payment date). (cd) Except All calculations to be made with respect to any redemption pursuant to this Article 12 shall be made by the preceding paragraphsIssuer and the Trustee may rely conclusively on such calculations. (e) Any redemption may be made upon notice mailed by first-class mail (or delivered by electronic transmission in accordance with the applicable procedures of DTC) to each Holder’s registered address, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 15 nor more than 60 days' noticedays prior to the Redemption Date. The Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. (f) Any such redemption may, at the redemption prices (expressed as percentages Issuer’s discretion, be subject to one or more conditions precedent, including the consummation of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonany related Public Equity Offering or other corporate transaction or event. In addition, if anysuch redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. If any such condition precedent has not been satisfied, the Issuer shall provide notice to the applicable Trustee and each of Holder prior to the close of business on the Business Day prior to the Redemption Date. Upon receipt of such notice, the notice of redemption date, if redeemed during shall be rescinded and the twelve-month period beginning on July 1 redemption of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant Notes shall not occur. If requested by the Issuer, upon receipt of the rescission notice, the Trustee shall provide such notice to this Section 3.07 shall be made pursuant to each Holder if such notice were delivered by the provisions of Section 3.01 through 3.06 hereofTrustee.

Optional Redemption. (a) Before July 1, 2006Except as set forth below, the Company may on any one or more occasions shall not be entitled to redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued Notes. On and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July May 1, 20072011, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), shall be entitled at a redemption price equal its option to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part portion of the 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 relevant interest payment date), if redeemed during the 12-month period commencing on May 1 of the years set forth below: Redemption Period Price ------ ---------- 2011...................................... 103.563% 2012...................................... 102.375% 2013...................................... 101.188% 2014 and thereafter....................... 100.000% In addition, prior to May 1, 2009, the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued at a redemption price (expressed as percentages a percentage of principal amount) set forth below of 107.125%, plus accrued and unpaid interest and to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Interest thereonNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than 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 related Equity Offering. Prior to May 1, 2011, the Company shall be entitled at its option to redeem all, but not less than all, of the Notes at a redemption price equal to 100.000% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the applicable right of Holders on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1At any time prior to December 15, 2006, the Company may may, on any one or more occasions redeem occasions, redeem, in whole or in part, up to 4035% of the aggregate principal amount of Notes Securities, including Additional Securities, if any, issued under this Indenture at a redemption price of 108.250107.0% of the principal amount thereofof the Securities redeemed, plus accrued and unpaid interest and Additional Interest thereonInterest, if any, on the Securities redeemed to the applicable redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:; (i1) at least 6065% of the aggregate principal amount of Notes Securities, including Additional Securities, if any, issued under this Indenture remains outstanding immediately after the occurrence of such redemption (redemption, excluding Notes Securities held by the Company and its Subsidiaries); and (ii2) the redemption must occur occurs within 120 90 days of the date of the closing of the such Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Offerings. Except pursuant to the preceding paragraphsparagraph, the Notes Securities will not be redeemable at the Company's option prior to July 1December 15, 2007. . (b) On or after July 1December 15, 2007, the Company may may, at its option, redeem all or a part of the Notes Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonInterest, if any, on the Securities redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 December 15 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252007 ................................................... 103.500% 2008.......................................... 102.0632008 ................................................... 101.750% 2009 and thereafter........................... thereafter .................................... 100.000% (dc) Any redemption pursuant to this Section 3.07 3.7 shall be made pursuant to the provisions of Section 3.01 3.1 through 3.06 3.6 hereof.

Optional Redemption. (a) Before July 1At any time prior to April 15, 20062023, the Company Issuer may on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 ten (10) nor more than 60 sixty (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)notice, at a redemption price equal to 100% of the principal amount thereof of Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, toto but excluding the redemption date, subject to the rights of holders of the Notes on the relevant record date of redemption (to receive interest due on the "Redemption Date")relevant interest payment date. (cb) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1April 15, 20072023, the Company Issuer may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 ten (10) nor more than 60 sixty (60) days' ’ prior notice, at a redemption price equal to the redemption prices (expressed as percentages of the outstanding principal amountamount on the redemption date) set forth below below, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to on the applicable Notes redeemed to, but excluding, the redemption date, if redeemed during the twelve-twelve month period beginning on July 1 April 15 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125, subject to the rights of the holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. 2023.......................................................................................................................... 101.18750 % 2008.......................................... 102.0632024.......................................................................................................................... 100.59375 % 2009 2025 and thereafter........................... 100.000................................................................................................... 100.00000 % (c) 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. (d) Any redemption or notice pursuant to this Section 3.07 shall may, at the Issuer’s discretion, be made pursuant subject to the provisions of Section 3.01 through 3.06 hereofone or more conditions precedent.

Optional Redemption. (a) Before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. Except as set forth in clause (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsthis Section 3.07, the Notes will shall not be redeemable at the Company's option of the Company prior to July 1, 2007. On or after Beginning on July 1, 2007, the Company may redeem all or a part portion of the Notes upon not less than 30 nor more than 60 days' noticeNotes, at once or over time, after giving the notice required pursuant to Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Interest thereoninterest, including Special Interest, if any, on the Notes redeemed, to the applicable redemption datedate (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning commencing on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.125........................................................... 103.813% 2008.......................................... 102.063........................................................... 101.906% 2009 and thereafter........................... ............................................ 100.000% (db) At any time and from time to time prior to July 1, 2006, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Notes with the proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest, including Special Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that (i) after giving effect to any such redemption at least 65% of the aggregate principal amount of the Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding, and (ii) any such redemption shall be made within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice. (c) Any redemption prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Before Except as set forth in Sections 6(b) and (c) below, the Notes will not be redeemable at the option of the Company before July 115, 20062005. Starting on that date, the Company may on redeem all or any one or more occasions redeem up to 40% portion of the aggregate Notes, at once or over time, after giving the required notice under the Indenture. The Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for Notes redeemed during the 12-month period commencing on July 15 of the years set forth below, and are expressed as percentages of principal amount amount: REDEMPTION YEAR PRICE --------------- ----- 2005................................................ 105.375% 2006................................................ 102.688% 2007 and thereafter................................. 100.000% (b) At any time prior to July 15, 2005, the Company may redeem all or any portion of Notes issued the Notes, at once or over time, after giving the required notice under this the Indenture at a redemption price equal to the greater of: (i) 100% of 108.250the principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). (c) At any time and from time to time, prior to July 15, 2004, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Notes with the proceeds of one or more Public Equity Offerings, at a redemption price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, with the net cash proceeds of one or more Equity Offerings; provided that: (i) however, that after giving effect to any such redemption, at least 6065% of the original aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence outstanding. Any such redemption shall be made within 90 days of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Public Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, Offering upon not less fewer than 30 nor more than 60 days' prior notice notice. (but d) On and after any redemption date, if money sufficient to pay the redemption price of and accrued interest on Notes called for redemption shall have been made available in no event may any such accordance with the terms of the Indenture, the Notes called for redemption occur more than 90 days after will cease to accrue interest and the occurrence only right of the Holders of such Change Notes will be to receive payment of Control), at a the redemption price equal of and, subject to 100% the terms of the principal amount thereof plus the Applicable Premium as ofIndenture, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant on such Notes to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. Except as set forth in clause (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsof this paragraph 5, the Notes will not be redeemable at the Company's option prior to July April 1, 20072009. On or after July After April 1, 20072009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on July April 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.1252009................................... 104.625% 2008.......................................... 102.0632010................................... 103.083% 2009 2011................................... 101.542% 2012 and thereafter........................... .................... 100.000% (b) Notwithstanding the foregoing, at any time prior to April 1, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price of 109.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or from the cash contribution of equity capital (other than Disqualified Stock) to the Company; provided that at least 65% of the aggregate principal amount of Notes (including Additional Notes, if any) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries); and provided, further, that any such redemption occurs within 90 days of the date of the closing of such Equity Offering. Notice of any redemption upon an Equity Offering may be given prior to completion of the related Equity Offering and any such notice or redemption may, at the Company'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. (c) At any time prior to April 1, 2009, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption. (d) Any A notice of redemption pursuant may, at the Company's discretion, be subject to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereofone or more conditions precedent.

Optional Redemption. (a) Before July 1, 2006Except as set forth in clauses (b) and (c) of this Section of the Note, the Company may on any one or more occasions shall not have the option to redeem up the Notes prior to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereofDecember 15, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 20072002. Thereafter, the Company may also shall have the option to redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest (and Additional Interest thereonLiquidated Damages, if any, ,) thereon to the applicable redemption date, date if redeemed during the twelve-month period beginning on July 1 December 15 of the years indicated below: Year Percentage ---------------------------------------------- ----- ---------- 2007.......................................... 104.1252002...................................... 104.875% 2008.......................................... 102.0632003...................................... 103.250% 2009 2004...................................... 101.625% 2005 and thereafter........................... ....................... 100.000% (db) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of clause (a) of this Section 3.01 through 3.06 hereofof the Note, at any time or from time to time on or prior to December 15, 2000, the Company may (but shall not have the obligation to) redeem in the aggregate up to 35% of the aggregate principal amount of the Notes originally outstanding, at a redemption price of 109.75% of the aggregate principal amount so redeemed, together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of redemption out of the Net Cash Proceeds of one or more Public Equity Offerings; provided however, that immediately following such redemption not less than $113.8 million aggregate principal amount of the Notes remains outstanding, and provided further, that such redemption shall occur within 90 days of the closing of such Public Equity Offering. (c) Notwithstanding the provisions of clause (a) of this Section of the Note, the Notes will also be subject to redemption at any time prior to December 15, 2002 upon not less than 10 nor more than 20 days' notice to each Holder of Notes redeemed, at the option of the Company, in whole or in part, in integral multiples of $1,000, at a redemption price equal to 100% of the principal amount thereof plus the applicable Make-Whole Premium at the time plus accrued and unpaid interest (and Liquidated Damages, if any) to but excluding the Redemption Date.

Optional Redemption. (a) Before July 1At any time prior to August 15, 2006, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250111.7500% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity OfferingsOfferings (provided that, if the Equity Offering is an offering by Parent, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company or used to acquire Capital Stock (other than Disqualified Stock) of the Company); provided that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries)) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption must occur within 120 90 days of the date of the closing of the such Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsparagraph, the Notes will are not be redeemable at the Company's option prior to July 1August 15, 2007. 2008. (c) On or after July 1August 15, 20072008, the Company may redeem all or a part of the Notes upon not less than 30 10 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 August 15 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252008.................................... 105.8750% 2008.......................................... 102.0632009.................................... 102.9375% 2009 2010 and thereafter........................... 100.000%..................... 100.0000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006, the The Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the NotesNotes at any time at its option, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' notice. To redeem the Notes prior notice (but in no event may any such redemption occur more than 90 days after to July 1, 2008, the occurrence of such Change of Control), at Company must pay a redemption price equal to the greater of: (a) 100% of the principal amount thereof plus of the Applicable Premium Notes to be redeemed; and (b) the sum of the present values of (1) the redemption price of the Notes at July 1, 2008 (as ofset forth below) and (2) the remaining scheduled payments of interest from the Redemption Date to July 1, and 2008, but excluding accrued and unpaid interest and Additional Interest thereoninterest, if any, to, to the date of redemption (the "Redemption Date"). (c) Except pursuant , discounted to the preceding paragraphsRedemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), the Notes will not be redeemable at the Company's option prior Treasury Rate (determined on the second business day immediately preceding the Redemption Date) plus 50 basis points, plus, in either case, accrued and unpaid interest, if any, to the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Beginning on July 1, 2007. On or after July 1, 20072008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' noticeat its option, in whole or in part, at the following redemption prices (expressed as percentages of the principal amountamount thereof) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning commencing on July 1 of the years indicated year set forth below: Year Percentage ---------------------------------------------- YEAR PERCENTAGE ---- ---------- 2007.......................................... 104.1252008....................................................... 104.750% 2008.......................................... 102.0632009....................................................... 103.563% 2009 2010....................................................... 102.375% 2011....................................................... 101.188% 2012 and thereafter........................... ........................................ 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to % In addition, the provisions of Section 3.01 through 3.06 hereofCompany must pay accrued and unpaid interest on the Notes redeemed.

Optional Redemption. (a) Before At any time prior to July 115, 20062022, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this the Indenture at a redemption price of 108.250equal to 105.750% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest and Additional Interest thereon, (if any) thereon to, but excluding, the redemption date with an amount equal to the redemption date, with net proceeds received by the net cash proceeds of Issuer from one or more Equity Offerings; provided that: provided, however, that (i) at least 6065% of the aggregate principal prin- cipal amount of the Notes initially issued under this Indenture remains on the Issue Date remain outstanding immediately after the occurrence of following such redemption (excluding Notes held by the Company redemption; and its Subsidiaries); and (ii) the any such redemption must occur shall be made within 120 90 days of the date of the closing of the any such Equity Offering. (b) Before . On and after July 115, 2007, 2022 the Company Issuer may also on one or more occasions redeem the Notes, as a in whole but not or in part, upon notice at the occurrence of a Change of Control, upon not less than 30 nor 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), at a applicable redemption price equal to 100% (expressed as percentages of principal amount of the principal amount thereof Notes to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsbut excluding, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, 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 twelve-month period beginning on July 1 15 of each of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.1252022................................................................................................................... 102.875% 2008.......................................... 102.0632023................................................................................................................... 101.438% 2009 2024 and thereafter........................... ............................................................................................ 100.000% (d) Any redemption pursuant % At any time prior to this Section 3.07 July 15, 2022, the Notes shall be made redeemable, in whole or in part, at the op- tion of the Issuer at any time and from time to time at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes to be redeemed, plus (ii) the Applicable Premium together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but excluding, the date of redemption. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the provisions Change of Section 3.01 through 3.06 hereofControl Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but ex- cluding the date of redemption.

Optional Redemption. (a) Before July 1At any time prior to May 31, 20062011, the Company may on any one redeem all or more occasions redeem up to 40% a part of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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 principal amount thereof of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, 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. The Company may acquire any Notes by means other than redemption, whether pursuant to an issuer tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of this Indenture. (b) Notwithstanding anything herein to the contrary, at any time on or prior to May 31, 2011, the Company may on any one or more occasions redeem the Notes with the net cash proceeds of one or more Equity Offerings, at a redemption price of 114% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the Redemption Date; PROVIDED that at least 65% of the aggregate principal amount of the Notes originally issued remains outstanding immediately following such redemption (excluding Notes held by the Company or any of its Subsidiaries); and PROVIDED, FURTHER, that such redemption shall occur within 90 days of the date of the closing of any such Equity Offering. (c) Except pursuant to the preceding paragraphs, the The Notes will not be redeemable redeemable, in whole or in part on any one or more occasions, at the option of the Company's option prior to July 1, 2007. On on or after July 1May 31, 20072011, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amountamount thereof) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 May 31 of the years indicated below: Year Percentage ---------------------------------------------- YEAR PERCENTAGE ---- ---------- 2007.......................................... 104.1252011.............................................................. 107.000% 2008.......................................... 102.063% 2009 2012 and thereafter........................... thereafter .............................................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section SECTIONS 3.01 through 3.06 hereof.

Optional Redemption. Except as set forth in the next paragraph, the Notes will not be redeemable at the option of the Issuer prior to July 1, 2008. Starting on that date, the Issuer may redeem all or any portion of the Notes, at once or over time, after giving the required notice under this Indenture. The Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest to the redemption date (a) Before subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). The following prices are for Notes redeemed during the 12-month period commencing on July 1, 2008 of the years set forth below, and are expressed as percentages of principal amount: REDEMPTION ---------- YEAR PRICE ---- ----- 2008..................................................................................... 103.375% 2009..................................................................................... 102.250% 2010..................................................................................... 101.125% 2011 and thereafter...................................................................... 100.000% In addition, at any time and from time to time, prior to July 1, 2006, the Company Issuer may on any one or more occasions redeem up to 40a maximum of 35% of the original aggregate principal amount of the Notes issued under this Indenture (calculated giving effect to any issuance of Additional Notes) with the proceeds of one or more Public Equity Offerings, at a redemption price of 108.250equal to 106.750% 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 to receive interest due on the relevant interest payment date); provided, with the net cash proceeds of one or more Equity Offerings; provided that: (i) however, that after giving effect to any such redemption, at least 6065% of the original aggregate principal amount of the Notes issued under this Indenture (calculated giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and Arch Coal or any of its Subsidiaries); and (ii) the . Any such redemption must occur shall be made within 120 75 days of the date of the closing of the such Public Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, Offering upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007notice. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 3.01 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereofthis Article Three.

Optional Redemption. (a) Before July 1At any time prior to [ ], 2006, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250[ ]% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided PROVIDED that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held owned by the Company and its Subsidiaries); and (ii2) the redemption must occur occurs within 120 90 days of the date of the closing of the such Equity Offering. (b) Before July 1If the Company becomes obligated to pay any Additional Amounts as a result of a change in the laws or regulations of Canada or any Canadian Taxing Authority, 2007or a change in any official position regarding the application or interpretation thereof, which is publicly announced or becomes effective on or after the Issue Date, the Company may also may, at its option, redeem the Notes, as a in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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)notice, at a redemption price equal to 100% of the principal amount thereof thereof, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, to the date of redemption (the "Redemption Date")date. (c) Except pursuant to the preceding paragraphsthis Section 3.07, the Notes will not be redeemable at the Company's option prior to July 1[ ], 2007. On or after July 1. (d) After [ ], 2007, the Company may redeem all or a part portion of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereoninterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 [ ] of the years indicated below: Year Percentage ---------------------------------------------- YEAR PERCENTAGE ---- ---------- 2007.......................................... 104.125............................................ [ ]% 2008.......................................... 102.063............................................ [ ]% 2009 and thereafter........................... ............................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July Except as set forth in the next two paragraphs, the Securities may not be redeemed prior to April 1, 20062002. On and after that date, the Company may on redeem the Securities in whole or in part at any one or more occasions redeem up to 40% time at the following redemption prices (expressed in percentages of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereofamount), plus accrued and unpaid interest and Additional Interest thereoninterest, 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): if redeemed during the 12-month period beginning on or after April 1 of the years set forth below: Redemption PERIOD PRICE 2002............................................................. 105.125% 2003............................................................. 103.417% 2004............................................................. 101.708% 2005 and thereafter.............................................. 100.000% (b) Notwithstanding the foregoing, at any time prior to April 1, 2000, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of Securities with the net cash proceeds of one or more Public Equity OfferingsOfferings by the Company, at a redemption price (expressed as a percentage of principal amount) of 110.25% plus accrued interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (i) PROVIDED, HOWEVER, that at least 6065% of the original aggregate principal amount of Notes issued under this Indenture remains the Securities must remain outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offeringredemption. (bc) Before July At any time on or prior to April 1, 2007, 2002 the Company Securities may also redeem the Notes, 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 fewer than 30 nor more than 60 days' prior notice (but in no event may any such redemption occur more than 90 180 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 thereof plus the Applicable Premium as of, and accrued and but unpaid interest and Additional Interest thereoninterest, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant record date of redemption (to receive interest due on the "Redemption Date"relevant interest payment date). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. Solely with respect to the Notes, the following paragraphs are added as new Section 12.6 under Article 12 of the Indenture entitled “Optional Redemption”: (a) Before July 1The Notes are redeemable, 2006at the Issuer's option, the Company may on any one in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Controlat any time or from time to time, on or after July 15, 2016 and prior to maturity, upon not less than 30 nor more than 60 days' ’ prior notice mailed by first class mail to each Holder’s last address as it shall appear upon the registry books, at the following prices (the “Redemption Price”) (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to, but in no event may any such excluding, the date (the “Redemption Date”) fixed by the Issuer for redemption occur (subject to the right of Holders of record on the relevant record date that is on or prior to the Redemption Date to receive interest due on an interest payment date), if redeemed during the 12 month period commencing on July 15 of the following years: 2016.......................................................... 103.844% 2017.......................................................... 102.563% 2018 ......................................................... 101.281% 2019 and thereafter .................................. 100% (b) Prior to July 15, 2016, the Issuer may, upon not less than 30 nor more than 90 60 days’ notice, on any one or more occasions redeem up to 35% of the original principal amount of the Notes with the Net Cash Proceeds of one or more Public Equity Offerings at a redemption price of 105.125% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date (subject 14499200.7 to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (i) at least 65% of the original principal amount of the Notes (exclusive of additional Securities of such series) remains outstanding after each such redemption; and (ii) the redemption occurs within 60 days after the occurrence closing of such Change Public Equity Offering. (c) Prior to July 15, 2016, the Issuer may, upon not less than 30 nor more than 60 days’ notice, on any one or more occasions redeem all or a part of Control)the Notes, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the applicable redemption date (subject to, without duplication, the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000%). (d) Any All calculations to be made with respect to any redemption pursuant to this Section 3.07 Article 12 shall be made pursuant to by the provisions of Section 3.01 through 3.06 hereofIssuer.

Optional Redemption. (ai) Before July 1At any time prior to January 15, 20062024, the Company Issuer may on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 ten (10) nor more than 60 sixty (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)notice, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed, plus the Applicable Premium as of, of and accrued and unpaid interest and Additional Interest thereoninterest, if any, toto but excluding the redemption date, subject to the rights of Holders of the Notes on the relevant record date of redemption (to receive interest due on the "Redemption Date")relevant interest payment date. (cii) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1January 15, 20072024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 ten (10) nor more than 60 sixty (60) days' prior notice, at a redemption price equal to the redemption prices (expressed as percentages of the outstanding principal amountamount on the redemption date) set forth below below, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to on the applicable Notes redeemed to, but excluding, the redemption date, if redeemed during the twelve-month period beginning on July 1 January 15 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. 2024.......................................................................................................................... 102.625% 2008.......................................... 102.0632025.......................................................................................................................... 101.313% 2009 2026 and thereafter........................... ................................................................................................... 100.000% (diii) 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. (iv) Any redemption or notice pursuant to this Section 3.07 shall may, at the Issuer's discretion, be made pursuant subject to the provisions of Section 3.01 through 3.06 hereofone or more conditions precedent.

Optional Redemption. Except as provided below, the Notes may not be redeemed prior to their final maturity at the option of the Company. (a) Before July 1Prior to May 15, 20062020, the Notes may be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). (b) On or after May 15, 2020, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: 2020.............................................................................................................................................. 103.000% 2021.............................................................................................................................................. 101.500% 2022 and thereafter....................................................................................................................... 100.000% (c) In addition, prior to May 15, 2020, the Company may at its option on any one or more occasions redeem up the Notes (including Additional Notes, if any) in an aggregate principal amount not to 40exceed 35% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this the Indenture at a redemption price of 108.250106.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 6065% of the such aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after the occurrence of such redemption (excluding other than Notes held directly or indirectly by the Parent Company, the Company and its SubsidiariesAffiliates); and (ii) the each such redemption must occur within 120 90 days of the date of the closing of the such Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006Except as set forth in subsection (b) of this Section 3.7, the Company may on any one or more occasions shall not have the option to redeem up the Notes pursuant to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereofSection 3.7 prior to June 13, plus accrued and unpaid interest and Additional Interest thereon2001, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of being the date of following the closing of the Equity Offering. (b) Before July 1, 2007Five Year Date. Thereafter, the Company may also shall have the option to redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, part upon not less than 30 calendar days' nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 calendar days' notice, at the redemption prices Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest interest, if any, Additional Amounts, if any, and Additional Interest thereonSpecial Interest, if any, to the applicable redemption dateRedemption Date, if redeemed during the twelve-period from June 13, 2001 through May 31, 2002 at a percentage of 108.000% and thereafter during the twelve month period beginning on July June 1 of the years indicated below: Year Percentage ---------------------------------------------- YEAR PERCENTAGE ---- ---------- 2007.......................................... 104.1252002 ................................................. 104.000% 2008.......................................... 102.063% 2009 2003 and thereafter........................... thereafter .................................. 100.000% (db) Any redemption pursuant to this Section 3.07 shall The Notes may be made pursuant redeemed, at the option of the Company, in whole but not in part, upon not less than 30 or more than 60 days' notice to the provisions Holders in accordance with Section 13.2 hereof, at a Redemption Price equal to the Accreted Value thereof, plus accrued and unpaid interest, if any (including Additional Amounts, if any, and Special Interest, if any), to the Redemption Date fixed therefor (subject to the right of Section 3.01 through 3.06 hereof.Holders of record on the relevant Record Date to receive interest (including Additional Amounts, if any, and Special Interest, if any), due on the Interest Payment Date that is on or prior to the Redemption Date) and any other amounts due if, as a result of any change in or amendment to the laws or the regulations or rulings promulgated thereunder of Canada, Cyprus, the Russian Federation or any other jurisdiction with which the Company or any Guarantor has any connection (other than a connection arising as a result of a continuance or a merger or consolidation of the Company with or into a newly formed corporation solely for the purpose of moving the Company's domicile out of Canada) or any political subdivision thereof or any authority thereof or having power to tax therein, or any change in the application or official interpretation of such laws or regulations, or any change in administrative policy or assessing practice of the applicable taxing authority, which change or amendment becomes effective on or after May 24, 1996, the Company or the Guarantors

Optional Redemption. (a) Before July 1, 2006Except as set forth below, the Company may on any one or more occasions redeem up shall not be entitled to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the NotesNotes at its option prior to September 15, as a 2006. The Notes are redeemable, at the Company's option, in whole but not or in part, upon the occurrence of a Change of Controlat any time or from time to time, on or after September 15, 2006 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice (but mailed by first class mail to each Holder's last address, as it appears in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control)Security Register, at a redemption price equal to 100% the following Redemption Prices (expressed in percentages of the principal amount thereof amount, plus the Applicable Premium as of, and accrued and unpaid interest and Additional to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest thereonPayment Date), if any, to, redeemed during the date 12-month period commencing September 15 of redemption (the "years set forth below: Year Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option Price ---- ---------------- 2006...................................... 105.750% 2007...................................... 102.875% 2008 and thereafter....................... 100.000% At any time on or prior to July 1September 15, 2007. On or after July 1, 20072005, the Company may redeem all or a part up to 35% of the aggregate principal amount of the Notes upon not less with the Net Cash Proceeds of one or more sales of Capital Stock (other than 30 nor more than 60 days' noticeDisqualified Stock), at the redemption prices any time as a whole or from time to time in part, at a Redemption Price (expressed as percentages a percentage of principal amount) set forth below amount of 111.50%, plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during Redemption Date (subject to the twelve-month period beginning rights of Holders of record on July 1 the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that (i) at least 65% of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 aggregate principal amount of Notes originally issued on the Closing Date remains outstanding after each such redemption and thereafter........................... 100.000% (dii) Any notice of such redemption pursuant to this Section 3.07 shall be made pursuant to the provisions is mailed within 60 days after such sale of Section 3.01 through 3.06 hereofCapital Stock.

Optional Redemption. (a) Before July Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Notes shall not be redeemable at the option of the Company prior to June 1, 20062019. On or after June 1, 2019, the Company may on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to on the Notes redeemed, to, but not including, the applicable redemption datedate of redemption, if redeemed during the twelve-month period beginning on July June 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant , subject to the provisions rights of Section 3.01 through 3.06 hereofHolders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date: 2019 ..................................................................................................... 104.625% 2020 and thereafter .............................................................................. 100.000% (b) At any time prior to June 1, 2019, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 109.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date), with an amount not greater than the net cash proceeds of an Equity Offering by the Company; provided, that (i) at least 60% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

Optional Redemption. (a) Before July Except as set forth in the next paragraph, ------------------- the Securities may not be redeemed prior to February 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 20072003. On or after July February 1, 20072003, the Company Securities may redeem all be redeemed at any time, in whole or a part in part, at the option of the Notes upon Company, on not less than 30 20 days' nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount) set forth below below, if redeemed during the 12 month period beginning February 1 of the year indicated below, in each case together with interest accrued to the redemption date: YEAR PERCENTAGE 2003...................................... 104.000% 2004...................................... 102.670% 2005...................................... 101.333% 2006 and thereafter....................... 100.000% In addition, prior to February 1, 2001, the Company may, at its option redeem up to 35% of the principal amount of the Securities originally issued with the net cash proceeds received by the Company from one or more public offerings of Common Stock of the Company made after the Issue Date, at a redemption price (expressed as a percentage of the principal amount) of 108% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 date fixed for redemption; provided that at least $162.5 million in aggregate principal amount of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% Securities remains outstanding immediately after any such redemption (d) Any excluding any Notes owned by the Company or any of its Affiliates). Notice of redemption pursuant to this Section 3.07 paragraph must be mailed to Holders of Senior Subordinated Notes not later than 60 days following the consummation of such public offering. Selection of Securities for any redemption shall be made pursuant by the Trustee under the Indenture 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 fair. On and after the redemption date, interest will cease to the provisions of Section 3.01 through 3.06 hereofaccrue on Securities or portions thereof called for redemption.

Optional Redemption. (a) Before July Except as set forth in the next two paragraphs and paragraph 6 below, the Securities may not be redeemed prior to October 1, 20062002. On and after that date, the Company may on redeem the Securities in whole or in part, at any one or more occasions redeem up to 40% time at the following redemption prices (expressed in percentages of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereofamount), plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the redemption datedate (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption), if redeemed during the 12-month period beginning on or after October 1 of the years set forth below: Redemption Period Price ------ ----- 2002............................................................ 104.313% 2003............................................................ 102.875% 2004............................................................ 101.438% 2005 and thereafter............................................. 100.000% (b) Notwithstanding the foregoing, at any time on or prior to October 1, 2000, the Company may redeem in the aggregate up to 33 1/3% of the original aggregate principal amount of Securities with the net cash proceeds of one or more Public Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as Offerings following which there is a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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)Public Market, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages a percentage of principal amountamount thereof) set forth below of 108.625% plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the applicable redemption datedate (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption); PROVIDED, if redeemed during the twelve-month period beginning on July 1 HOWEVER, that at least 66 2/3% of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000%original aggregate principal amount of the Securities must remain outstanding after each such redemption. (dc) Any redemption Notwithstanding paragraphs (a) and (b) above, the Company shall not redeem any Securities, other than pursuant to this Section 3.07 shall be made pursuant paragraph 6 below, unless, substantially concurrently with such redemption, the Company redeems an aggregate principal amount of Existing Securities (rounded to the provisions nearest integral multiple of Section 3.01 through 3.06 hereof.$1,000) equal to the product of: (1) a fraction, the numerator of which is the aggregate principal amount of Securities to be so redeemed and the denominator of which is the aggregate principal amount of Securities outstanding immediately prior to such proposed redemption, and

Optional Redemption. (a) Before July The Securities are not redeemable prior to August 1, 20062003,except as provided in clause (b) or (c) below of this paragraph 5. On and after such date, the Company Securities may on be redeemed at any time, in whole or in part, at the option of the Issuer, at redemption prices (expressed as percentages of the principal amount) set forth below, if redeemed during the 12-month period beginning August 1 of the year indicated below, in each case together with interest accrued and unpaid to but excluding the date fixed for redemption: Year Percentage 2003.......................................................... 104.938% 2004.......................................................... 103.292% 2005.......................................................... 101.646% 2006 and thereafter........................................... 100.000% (b) At any time prior to August 1, 2001, the Issuer may redeem up to 35% of the principal amount of original principal amount of the Securities with the Net Cash Proceeds of one or more occasions redeem up to 40% Equity Offerings of the aggregate principal amount Issuer or CCI or of Notes issued under this Indenture a Strategic Equity Investment, at a redemption price in cash equal to (expressed as a percentage of 108.250the principal amount) 109.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption datedate fixed for redemption; provided, with the net cash proceeds of one or more Equity Offerings; provided that: (i) however, that at least 6065% of the in aggregate principal amount of Notes the Securities originally issued under this Indenture remains outstanding immediately after the occurrence of any such redemption (excluding Notes held any Securities owned by the Company and Issuer or any of its SubsidiariesAffiliates); and (ii) the . Any such redemption must pursuant to this paragraph will be required to occur within 120 45 days of the date of following the closing of the any such Equity OfferingOffering or Strategic Equity Investment. (bc) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon Upon the occurrence of a Change of Control, upon the Issuer may redeem all, but not less than 30 nor more than 60 days' prior notice (but all, the Securities in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control)cash, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, to the date of redemption (plus the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007Applicable Premium. On or after July 1, 2007, the Company may redeem all or a part Notice of redemption of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption Securities pursuant to this Section 3.07 paragraph shall be made mailed to holders of the Securities not more than 30 days following the occurrence of a Change of Control. The Issuer may not redeem Securities pursuant to the provisions this paragraph if it has made a Change of Section 3.01 through 3.06 hereofControl Offer with respect to such Change of Control.

Optional Redemption. (a) Before July 1The Notes may be redeemed, 2006, the Company may on any one in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon at any time or from time to time prior to November 1, 2023 at the occurrence option of a Change of Control, upon not less than 30 nor 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)Company, at a redemption price equal to 100100.0% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, any to, but excluding, the applicable redemption date (subject to the right of redemption (Holders of record on the "Redemption relevant record date to receive interest due on the relevant Interest Payment Date"). (cb) Except pursuant At any time or from time to the preceding paragraphstime on or after November 1, 2023, the Notes will not be redeemable Company, at the Company's option prior to July 1its option, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, in whole or in part at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below plus below, together with accrued and unpaid interest and Additional Interest thereon, if any, to to, but excluding, the applicable redemption datedate (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 twelve12-month period beginning on July November 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125Redemption Price 2023……………………………………………………………. 103.188% 2008.......................................... 102.0632024 …………………………………………………………… 101.594% 2009 2025 and thereafter........................... thereafter ……...……………………………………. 100.000% (c) In the event that on or prior to November 1, 2023, the Company receives net cash proceeds from the sale of its Common Stock in one or more Equity Offerings, the Company may use an amount not greater than the amount of such net cash proceeds to redeem up to 40.0% of the original aggregate principal amount of all Notes issued (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 106.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the applicable redemption date (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date); provided that: (1) at least 50.0% of the aggregate principal amount of Notes issued on the Issue Date remains outstanding immediately after giving effect to each such redemption; and (2) the redemption occurs not more than 120 days after the date of the closing of any such Equity Offering. (d) Any redemption If Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in connection with any tender offer or other offer to purchase the Notes (including pursuant to this Section 3.07 a Change of Control Offer, Alternate Offer or an offer to purchase with the proceeds from any Asset Disposition) and the Company, or any other Person making such offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company will have the right, upon not less than ten nor more than 60 days’ prior notice, to redeem all Notes that remain outstanding following such purchase and the Holders of such remaining Notes shall be made pursuant deemed to have consented to surrender their Notes at a redemption price in cash equal to the provisions applicable price paid to Holders in such purchase, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the right of Section 3.01 through 3.06 hereofHolders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of redemption).

Optional Redemption. (a) Before July 1The Notes are redeemable at the Issuers’ election, 2006in whole or in part at any time prior to their Stated Maturity. The redemption price for the Notes that are redeemed before April 15, the Company may on any one or more occasions redeem up 2022 will be equal to 40100% of the aggregate principal amount of the Notes plus the Applicable Premium, plus accrued and unpaid interest 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 an interest payment date falling on or prior to such redemption date). (b) The redemption price for Notes that are redeemed on or after April 15, 2022 will be the redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest on the Notes, if any, to, but not including, the applicable date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to such redemption date), if redeemed during the 12-month period beginning on April 15 of each of the years indicated below: 2022.......................................................... 103.875% 2023.......................................................... 101.938% 2024 and thereafter .................................. 100.000% (c) Prior to April 15, 2022, the Issuers may also, on any one or more occasions, redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes issued under this Indenture Indenture) with the proceeds of one or more Equity Offerings at a redemption price of 108.250equal to 107.750% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to such redemption (the "Redemption Date"date).; provided that (c1) Except pursuant to at least 65% of the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part original aggregate principal amount of the Notes upon not less than 30 nor more than 60 days' notice, at (calculated after giving effect to any issuance of Additional Notes issued under this Indenture) remains outstanding after each such redemption (unless all Notes are otherwise repurchased or redeemed substantially concurrently with the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000%corresponding redemption); and (d2) Any such redemption pursuant to this Section 3.07 shall be made pursuant to occurs within 120 days after the provisions closing of Section 3.01 through 3.06 hereofsuch Equity Offering.

Optional Redemption. (a) Before July 1Except as set forth in Sections 6(b) and (c) below, the Notes will not be redeemable at the option of the Company before January 15, 2006. Starting on that date, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture. The Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for Notes redeemed during the 12-month period commencing on January 15, of the years set forth below, and are expressed as percentages of principal amount: Redemption Year Price --------------- ----- 2006.................................................... 106.125% 2007.................................................... 103.063% 2008 and thereafter..................................... 100.000% (b) At any time prior to January 15, 2006, the Company may on redeem all or any one or more occasions redeem up to 40% portion of the aggregate principal amount of Notes issued Notes, at once or over time, after giving the required notice under this the Indenture at a redemption price of 108.250equal to the greater of: (i) 100% of the Accreted Value at such time of the Notes to be redeemed, and (ii) the present value at such time of the Accreted Value of such Note on January 15, 2006 discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). (c) At any time and from time to time, prior to January 15, 2005, the Company may redeem up to a maximum of 35% of the original aggregate principal amount at maturity of the Notes with the proceeds of one or more Public Equity Offerings, at a redemption price equal to 112.25% of the Accreted Value thereof, plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, with the net cash proceeds of one or more Equity Offerings; provided that: (i) however, that after giving effect to any such redemption, at least 6065% of the original aggregate principal amount at maturity of the Notes issued under this Indenture remains outstanding immediately after the occurrence outstanding. Any such redemption shall be made within 90 days of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Public Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, Offering upon not less fewer than 30 nor more than 60 days' prior notice notice. (but d) On and after any redemption date, if money sufficient to pay the redemption price of and accrued interest on Notes called for redemption shall have been made available in no event may any such accordance with the terms of the Indenture, the Notes called for redemption occur more than 90 days after will cease to accrue interest and the occurrence only right of the Holders of such Change Notes will be to receive payment of Control), at a the redemption price equal of and, subject to 100% the terms of the principal amount thereof plus the Applicable Premium as ofIndenture, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant on such Notes to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. Except as set forth in clause (ab) Before July of this Section 3.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to September 1, 2006. On or after September 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonInterest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July September 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.1252006 ...................................................... 102.00% 2008.......................................... 102.0632007 ...................................................... 101.00% 2009 2008 and thereafter........................... 100.000thereafter ....................................... 100.00% (da) Notwithstanding the foregoing, at any time prior to September 1, 2006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 100.00% of the principal amount thereof, plus a premium equal to the interest rate per annum applicable on the date on which the notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued remains outstanding immediately after the occurrence of each such redemption (excluding the Notes held by the Company and its Subsidiaries); and (ii) any such redemption shall occur within 120 days of the date of the closing of each such Equity Offering. (b) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. (c) If the optional redemption date is on or after an Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.

Optional Redemption. The Notes are subject to redemption, at the election of the Company, upon not less than ten (a10) Before July nor more than sixty (60) days' written notice, in whole or in part, at any time on or after June 27, 2005, and in the event of (A) an Initial Public Offering of the Company on or after April 1, 20062004, or (B) the Company may occurrence of a Change of Control on or after April 1, 2004, in each case for cash equal to the sum of (x) the redemption price (the "Redemption Price") listed in the table below applicable to the date (the "Redemption Date") as of which such redemption is being effected, multiplied by the principal amount of the Notes being redeemed as of the Interest Payment Date immediately preceding the Redemption Date, plus (y) all accrued and unpaid interest since the preceding Interest Payment Date, with respect only to Notes being repaid: -------------------------------------------------------------------------------- Redemption Date Redemption Price -------------------------------------------------------------------------------- April 2, 2004 - June 26, 2005 106% -------------------------------------------------------------------------------- June 27, 2005 - June 26, 2006 105% -------------------------------------------------------------------------------- June 27, 2006 - June 26, 2007 104% -------------------------------------------------------------------------------- June 27, 2007 - June 26, 2008 103% -------------------------------------------------------------------------------- June 27, 2008 - June 26, 2009 102% -------------------------------------------------------------------------------- June 27, 2009 - June 26, 2010 101% -------------------------------------------------------------------------------- At June 27, 2010 100% -------------------------------------------------------------------------------- Notwithstanding the foregoing, at any one or more occasions redeem time prior to April 1, 2004, up to 4035% of the aggregate original principal amount of the Notes issued under this Indenture as of the Closing Date may be redeemed from the gross proceeds of an Initial Public Offering or any subsequent public offering and issuance of common equity of Holdco at a Redemption Price equal to 106% of the principal amount of the Notes being redeemed as of the Interest Payment Date immediately preceding the Redemption Date, together with all accrued and unpaid interest since the last Interest Payment Date, with respect only to Notes being repaid, provided that at least 65% of the principal amount of the Notes remains outstanding. In addition, at any time on or prior to June 27, 2005, all or any part of original principal amount of the Notes may be redeemed at a cash price equal to the sum of (x) 100% of the portion of the original principal amount of the Notes being redeemed, plus (y) all accrued and unpaid interest thereon, plus (z) a premium (the "Make-Whole Premium") equal to (i) an amount equal to the present value of the remaining payments of interest on and redemption price of 108.250the Notes being redeemed, assuming that on the third anniversary the entire principal amount of such Notes then outstanding will be redeemed at 106% of the principal amount thereof, plus together with accrued interest, and unpaid interest and Additional Interest thereon, if any, using an annual discount factor (applied semi-annually) equal to the redemption dateTreasury Rate plus 50 basis points, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and less (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the original principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not being redeemed; provided, however, that in no case shall the Make-Whole Premium be less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereofzero.

Optional Redemption. (a) Before July 1, 2006Except as set forth in subparagraph (b) of this Paragraph 5, the Company may on any one or more occasions redeem up will not have the option to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1February 15, 20072009. On or after July 1February 15, 20072009, the Company may will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252009.................................................. 103.750% 2008.......................................... 102.0632010.................................................. 102.500% 2009 2011.................................................. 101.250% 2012 and thereafter........................... ................................... 100.000%% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (db) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of Section 3.01 through 3.06 hereofsubparagraph (a) of this Paragraph 5, at any time prior to February 15, 2007, the Company may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 107.500% of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest, if any to the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to February 15, 2009, the Company may also, on one or more occasions, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. The Applicable Premium will be determined by the Company.

Optional Redemption. (a) Before July 1, 2006Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company may on any one or more occasions shall not have the option to redeem up the Notes prior to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereofNovember 15, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 20072002. Thereafter, the Company may also shall have the option to redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 November 15 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252002.................................... 104.625% 2008.......................................... 102.0632003 ................................... 103.083% 2009 2004 ................................... 101.542% 2005 and thereafter........................... ..................... 100.000% (db) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of Section 3.01 through 3.06 hereofsubparagraph (a) of this Paragraph 5, at any time prior to November 15, 2002, the Company may redeem up to 35% of the aggregate principal amount of Notes originally issued at a redemption price of 109.25% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided, however, that (a) at least 65% of the aggregate principal amount of Notes initially issued remains outstanding immediately after the occurrence of each such redemption and (b) such redemption shall occur within 30 days following the date of the consummation of such Public Equity Offering. (c) At any time prior to November 15, 2002, the Notes may also be redeemed as a whole but not in part at the option of the Company, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium, accrued interest and Liquidated Damages, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record dated to receive interest due on the relevant interest payment date).

Optional Redemption. (a) Before July 1At any time prior to March 15, 2006, 2007 the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture Notes, calculated after giving effect to the issuance of Additional Notes, if any, at a redemption price of 108.250106.750% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offeringsa sale of Common Stock of the Company; provided that: (i1) at least 6065% of the aggregate principal amount of Notes theretofor issued under this Indenture remains the Indenture, calculated after giving effect to the issuance of Additional Notes, if any, remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii2) the redemption must occur occurs within 120 60 days of the date of the closing of the Equity Offeringsuch sale of Common Stock. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsparagraph and as described below under clause (d) hereof, the Notes will not be redeemable at the Company's option prior to July 1before March 15, 2007. 2009. (c) On or after July 1March 15, 20072009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 March 15 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125YEAR PERCENTAGE 2009................................................. 103.375% 2008.......................................... 102.0632010................................................. 102.250% 2009 2011................................................. 101.125% 2012 and thereafter........................... .................................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant The Company may redeem all, but not less than all, of the Notes at any time at 100% of the aggregate principal amount of the Notes, together with accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the provisions applicable redemption date, if the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of Section 3.01 through 3.06 hereofa change in the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in any official position of any governmental agency, taxing authority or regulatory authority regarding the application or interpretation of such laws or regulations, which change is announced or becomes effective on or after February 27, 2004.

Optional Redemption. (a) Before July 1, 2006Except as set forth in clause (b) of this Section 3.07, the Company may on any one or more occasions redeem up shall not have the option to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except Notes pursuant to the preceding paragraphsthis Section 3.07 prior to _______, 2003. Thereafter, the Notes will not be redeemable subject to redemption at any time at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 _________ of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252003........................................... _______% 2008.......................................... 102.0632004........................................... _______% 2009 2005........................................... _______% 2006 and thereafterthereafter ........................... 100.000%% provided, however, that if the Company, at its option, specifies in the notice of redemption provided for in this Section 3.07(a) that such notice is revocable, then the Company may revoke such notice at its further option at any time on or prior to the date which is 10 days prior to the redemption date specified in such notice (provided such notice so specifies) by providing a notice of revocation to the Trustee on or prior to the date on which the Company's revocation right expires (and the Trustee shall promptly mail such notice to the Holders by first class mail). (db) Notwithstanding the provisions of clause (a) of this Section 3.07, during the first 36 months after April __, 1998, the Company may on any one or more occasions redeem up to $50.0 million in aggregate principal amount of Notes at a redemption price of 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the net cash proceeds of Public Equity Offerings by the Company; provided that at least $100.0 million in aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and provided, further, that such redemption shall occur within 120 days of the date of the closing of such Public Equity Offering. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July Except as set forth in the next two paragraphs, the Securities may not be redeemed prior to February 1, 20062003. On and after that date, the Issuers may redeem the Securities in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount at maturity), 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 relevant Interest Payment Date), if redeemed during the 12-month period beginning on or after February 1 of the years set forth below: Redemption Period Price ------ ---------- 2003 ................................................... 106.1250% 2004 ................................................... 104.0417 2005 ................................................... 103.0625 2006 and thereafter .................................... 100.0000 (b) Notwithstanding the foregoing, at any time prior to February 1, 2001, the Company may on any one or more occasions redeem in the aggregate up to 4035% of the original aggregate principal amount at maturity of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, Securities with the net cash proceeds of one or more Public Equity Offerings, at a redemption price (expressed as a percentage of principal amount at maturity thereof) of 112.25% plus accrued interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that: (i) at least 60% of provided, however, that after any such redemption the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days at maturity of the date of the closing of the Equity OfferingSecurities outstanding must equal or exceed $132,000,000. (bc) Before July 1The Securities may be redeemed at the option of the Issuers, 2007, the Company may also redeem the Notes, as a in whole but not in part, upon or paid in full but not in part prior to maturity at the occurrence option of a Change of Controlthe Company, upon not less than 30 nor more than 60 days' prior notice (but given as provided in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control)Section 3.03, at a redemption price equal to 100any time at 103% of the principal amount thereof plus the Applicable Premium as ofAccreted Value thereof, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional to the date fixed for such payment if, as a result of any change in or amendment to the laws, regulations or governmental policy having the force of law of the Cayman Islands or Thailand (or of any political subdivision or taxing authority thereof or therein) or any execution of or amendment to, any treaty or treaties affecting taxation of which the Cayman Islands or Thailand (or such political subdivision or taxing authority) is a party, which becomes effective on or after the date of the Indenture (i) (A) the Issuers are required, or would be required on the next succeeding Interest thereon, if anyPayment Date, to pay Additional Amounts in respect of payments on the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 Securities in excess of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.12515% 2008.......................................... 102.063% 2009 withholding requirement as of the Closing Date as a result of the imposition of Taxes imposed by the Cayman Islands or Thailand (or any political subdivision or taxing authority of either jurisdiction); (B) the Company is, or on the next succeeding interest payment date would be, unable for reasons outside of its control, to procure payment by the Issuers and, with respect to any payment due, or to become due, under the Securities or the Guaranty, the Company is required, or would be required on the next succeeding Interest Payment Date, to pay Additional Amounts as a result of the imposition of Taxes by the Cayman Islands or Thailand or (C) with respect to any payment to an Issuer to enable an Issuer to make any payments under the Securities, the Company or NSM Cayman is, or on the next Interest Payment Date would be, required to deduct or withhold Taxes imposed by the Cayman Islands or Thailand (or any political subdivision or taxing authority of either jurisdiction) and thereafter........................... 100.000% (dii) Any the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuers or the Company that do not require undue effort or costs (including, without limitation, the Company making payments directly to holders under the Guaranty). In addition, the Issuers or the Company, as the case may be, will also pay to holders on the redemption pursuant to this Section 3.07 date any Additional Amounts which would otherwise be payable; provided, however, that no such notice of redemption shall be made pursuant given earlier than 90 days prior to the provisions earliest date on which the Issuers or the Company, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of Section 3.01 through 3.06 hereofthe Securities or a Guaranty were then due. Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuers or the Company shall deliver to the Trustee an Officers' Certificate stating that (x) the Issuers are or the Company is entitled to effect such redemption based on a written opinion of counsel or written advice of a nationally recognized independent tax counsel, such opinion or advice being reasonably acceptable to the Trustee, that the condition referred to in either of subclauses (A) or (B) or (C) of clause (i) of the immediately preceding paragraph is satisfied as a result of such change, amendment or executed or amended treaty and (y) the condition described in (ii) of the immediately preceding paragraph is satisfied. Such notice, once delivered by the Issuers or the Company to the Trustee, will be irrevocable.

Optional Redemption. (a) Before Except as set forth below in this paragraph 6 the Company will not be entitled to redeem the Securities. After July 1, 20062010, the Company may redeem the Securities, in whole or in part, on any not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount), 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), if redeemed during the 12 month period commencing on July 1 of the years set forth below: Redemption Year Price ---- ---------- 2010............................................................................ 104.500% 2011............................................................................ 103.000% 2012............................................................................ 101.500% 2013 and thereafter............................................................. 100.000% In addition, prior to July 1, 2008, the Company may, on one or more occasions occasions, redeem up to 40a maximum of 35% of the original aggregate principal amount of Notes issued under this Indenture the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Company, at a redemption price of 108.250equal to 109.000% 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 to receive interest due on the relevant interest payment date); provided, with the net cash proceeds of one or more Equity Offerings; provided that: however, that (i1) at least 6065% of the original aggregate principal amount of Notes issued under this Indenture the Securities (calculated giving effect to any issuance of Additional Securities) remains outstanding immediately after the occurrence of giving effect to any such redemption and (excluding Notes held 2) any such redemption by the Company and its Subsidiaries); and (ii) the redemption must occur is made within 120 90 days of the date of after the closing of such Equity Offering and is made in accordance with certain procedures set forth in the Equity Offering. (b) Before Indenture. In addition, prior to July 1, 20072010, the Company may also at its option redeem the NotesSecurities, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof of the Securities plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the redemption date of redemption (the "Redemption Date"). (c) Except pursuant subject to the preceding paragraphs, right of Holders on the Notes will not be redeemable at the Company's option prior relevant record date to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid receive interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning due on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.the

Optional Redemption. (a) Before July 1At any time prior to April 15, 20062023, the Company Issuer may on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 ten (10) nor more than 60 sixty (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)notice, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed, plus the Applicable Premium as of, of and accrued and unpaid interest and Additional Interest thereoninterest, if any, toto but excluding the redemption date, subject to the rights of Holders of the Notes on the relevant record date of redemption (to receive interest due on the "Redemption Date")relevant interest payment date. (cb) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1April 15, 20072023, the Company Issuer may on any one or more occasions redeem all or a part of the Notes Notes, upon not less than 30 ten (10) nor more than 60 sixty (60) days' prior notice, at a redemption price equal to the redemption prices (expressed as percentages of the outstanding principal amountamount on the redemption date) set forth below below, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to on the applicable Notes redeemed to, but excluding, the redemption date, if redeemed during the twelve-month period beginning on July 1 April 15 of the years indicated below: , subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... Redemption Price 2023.......................................................................................................................... 102.063% 2009 2024.......................................................................................................................... 101.031% 2025 and thereafter........................... ................................................................................................... 100.000% (c) 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. (d) Any redemption or notice pursuant to this Section 3.07 shall may, at the Issuer's discretion, be made pursuant subject to the provisions of Section 3.01 through 3.06 hereofone or more conditions precedent.

Optional Redemption. (a) Before July At any time prior to February 1, 20062007, the Company may on any one or more occasions redeem up to 4035% of the sum of (i) the aggregate principal amount of Notes issued under this Indenture on the Issue Date (including, without duplication, any Exchange Notes), and (ii) each initial aggregate principal amount of any Additional Notes issued prior to such date (including, without limitation, any Exchange Notes) at a redemption price of 108.250109.5% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, to the redemption dateRedemption Date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (i) at least 6065% of the sum of (x) the aggregate principal amount of Notes issued under this Indenture on the Issue Date (including, without limitation, any Exchange Notes), and (y) each initial aggregate principal amount of any Additional Notes issued on the applicable issue date for such Additional Notes (including, without limitation, any Exchange Notes with respect to such Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and or its Subsidiaries); and (ii) the redemption must occur within 120 180 days of the date of the closing of the such Public Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsclause 5(a), the Notes will not be redeemable at the Company's option prior to July February 1, 20072009. On or after July February 1, 20072009, the Company may redeem all or a part of the Notes from time to time upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on July February 1 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252009 .................................................................. 104.750% 2008.......................................... 102.0632010 .................................................................. 103.167% 2009 2011 .................................................................. 101.583% 2012 and thereafter........................... thereafter ................................................... 100.000% (dc) Any redemption pursuant to this Section 3.07 shall be made Except pursuant to the provisions of Section 3.01 through 3.06 hereofpreceding paragraphs, the Notes will not be redeemable at the Company's option prior to maturity.

Optional Redemption. (a) Before July 1At any time prior to June 15, 20062007, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250108.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity OfferingsOfferings by the Issuers or a contribution to the common equity capital of the Company from the net proceeds of one or more Equity Offerings by a direct or indirect parent of the Company (in each case, other than Excluded Contributions and the net proceeds of a sale of Designated Preferred Stock); provided that: (i1) at least 6065% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries)) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption must occur occurs within 120 90 days of the date of the closing of the such Equity OfferingOffering or equity contribution. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1June 15, 20072009, the Company Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 June 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252009............................................................ 104.375% 2008.......................................... 102.0632010............................................................ 102.917% 2009 2011............................................................ 101.458% 2012 and thereafter........................... ............................................. 100.000% (dc) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of The Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but are not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 131, 20072002. On or after July 1, 2007Thereafter, the Company may redeem all or a part Notes will be subject to redemption at the option of the Notes Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 31 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125--------- --------------- 2002.............................. 106.9375% 2008.......................................... 102.0632003.............................. 103.4688% 2009 2004 and thereafter........................... 100.000% (d) Any ............... 100.0000% Notwithstanding the foregoing, upon the occurrence of a TNS/TTC Transaction, the Company may, at its option, by giving notice of redemption pursuant at any time not less than 30 days nor more than 60 days prior to this Section 3.07 shall such transaction, redeem all, but not less than all, of the outstanding Notes concurrently with the consummation of such transaction at redemption price equal to, at any time on or prior to July 31, 2002, 100% of the Accreted Value thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, plus the applicable Make-Whole Premium and after such date at the amount that would be made pursuant payable to the provisions holders if the Company on such date were to redeem the Notes. On the date fixed for redemption in connection with a TNS/TTC Transaction, the Company will deposit with the Trustee sufficient monies to redeem in full the Notes and deliver to the Trustee a solvency opinion (from a nationally recognized investment bank with expertise in giving solvency opinions) dated the date of Section 3.01 through 3.06 hereofthe consummation of such transaction and stating that after giving effect to the redemption of the Notes the Company will be solvency.

Optional Redemption. (a) Before July 1, 2006Except as set forth below in this Paragraph 5, the Company will not have the option to redeem the Fixed Rate Notes prior to May 15, 2011. On or after May 15, 2011, the Company may, in one or more instances, redeem all or a part of the Fixed Rate Notes upon not less than 30 nor more than 60 days' notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Fixed Rate Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage -------------------------------------------------------------- ---------- 2011 ......................................................... 104.750% 2012 ......................................................... 102.375% 2013 and thereafter........................................... 100.000% (b) At any time prior to May 15, 2010, the Company may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of Fixed Rate Notes issued under this the Indenture (including the principal amount of any Additional Fixed Rate Notes issued under the Indenture and without duplication with respect to Exchange Fixed Rate Notes issued under the Indenture) at a redemption price of 108.250equal to 109.500% of the principal amount thereofof the Fixed Rate Notes redeemed, plus accrued and unpaid interest and Additional Interest thereonInterest, if any, to the redemption date, with the net cash proceeds of one or more Equity OfferingsOfferings of the Company; provided that: (i) that at least 6050% of the aggregate principal amount of Fixed Rate Notes issued under this the Indenture (excluding Fixed Rate Notes held by the Company and its Subsidiaries, but including any Additional Fixed Rate Notes and without duplication with respect to Exchange Fixed Rate Notes issued under the Indenture) remains outstanding immediately after the occurrence of such redemption; and that such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur occurs within 120 90 days of after the date of the closing of the any such Equity Offering. (bc) Before July 1At any time prior to May 15, 20072011, the Company may may, in one or more instances, also redeem all or a part of the Fixed Rate Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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 principal amount thereof of Fixed Rate Notes redeemed plus the Applicable Premium as ofof the date of redemption, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonInterest, if any, to such redemption date (the applicable redemption date"Make-Whole Redemption Date"), if redeemed during subject to the twelve-month period beginning on July 1 rights of Holders of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant Fixed Rate Notes on the relevant record date to this Section 3.07 shall be made pursuant to receive interest due on the provisions of Section 3.01 through 3.06 hereofrelevant Interest Payment Date.

Optional Redemption. (a) Before July 1, 2006Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company may on any one or more occasions redeem up will not have the option to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1February 15, 2007. On or after July 1February 15, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252007 .................. 102.000% 2008.......................................... 102.0632008 .................. 101.000% 2009 and thereafter........................... thereafter ... 100.000%% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (db) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of Section 3.01 through 3.06 hereofsubparagraph (a) of this Paragraph 5, at any time prior to February 15, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any additional Notes issued after the date of the Indenture) at a redemption price of 100% of the principal amount thereof, plus a premium equal to 100% of the principal amount of the Notes multiplied by the sum of the LIBOR Rate in effect on the date of such redemption notice plus 4.25%, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraphs (a) or (b) of this Paragraph 5, at any time prior to February 15, 2007, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption (the "Redemption Date"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

Optional Redemption. The Notes are subject to redemption, at the election of the Company, upon not less than ten (a10) Before July nor more than sixty (60) days' written notice, in whole or in part, at any time on or after June 27, 2005, and in the event of (A) an Initial Public Offering of the Company on or after April 1, 20062004, or (B) the Company may occurrence of a Change of Control on or after April 1, 2004, in each case for cash equal to the sum of (x) the redemption price (the "Redemption Price") listed in the table below applicable to the date (the "Redemption Date") as of which such redemption is being effected, multiplied by the principal amount of the Notes being redeemed as of the Interest Payment Date immediately preceding the Redemption Date, plus (y) all accrued and unpaid interest since the preceding Interest Payment Date, with respect only to Notes being repaid: ------------------------------------------------------------------------------ Redemption Date Redemption Price ------------------------------------------------------------------------------ April 2, 2004 - June 26, 2005 106% ------------------------------------------------------------------------------ June 27, 2005- June 26, 2006 105% ------------------------------------------------------------------------------ June 27, 2006- June 26, 2007 104% ------------------------------------------------------------------------------ June 27 2007- June 26, 2008 103% ------------------------------------------------------------------------------ June 27, 2008- June 26, 2009 102% ------------------------------------------------------------------------------ June 27, 2009- June 26, 2010 101% ------------------------------------------------------------------------------ At June 27, 2010 100% ------------------------------------------------------------------------------ Notwithstanding the foregoing, at any one or more occasions redeem time prior to April 1, 2004, up to 4035% of the aggregate original principal amount of the Notes issued under this Indenture as of the Closing Date may be redeemed from the gross proceeds of an Initial Public Offering or any subsequent public offering and issuance of common equity of Holdco at a Redemption Price equal to 106% of the principal amount of the Notes being redeemed as of the Interest Payment Date immediately preceding the Redemption Date, together with all accrued and unpaid interest since the last Interest Payment Date, with respect only to Notes being repaid, provided that at least 65% of the principal amount of the Notes remains outstanding. In addition, at any time on or prior to June 27, 2005, all or any part of original principal amount of the Notes may be redeemed at a cash price equal to the sum of (x) 100% of the portion of the original principal amount of the Notes being redeemed, plus (y) all accrued and unpaid interest thereon, plus (z) a premium (the "Make-Whole Premium") equal to (i) an amount equal to the present value of the remaining payments of interest on and redemption price of 108.250the Notes being redeemed, assuming that on the third anniversary the entire principal amount of such Notes then outstanding will be redeemed at 106% of the principal amount thereof, plus together with accrued interest, and unpaid interest and Additional Interest thereon, if any, using an annual discount factor (applied semi-annually) equal to the redemption dateTreasury Rate plus 50 basis points, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and less (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the original principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not being redeemed; provided, however, that in no case shall the Make-Whole Premium be less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereofzero.

Optional Redemption. (a) Before At any time on or prior to July 115, 20062007, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250108.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonInterest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii2) the redemption must occur occurs within 120 60 days of the date of the closing of the such Public Equity Offering. (b) Before At any time prior to July 115, 2007, the Company may also redeem all or a part of the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), Notes at a redemption price equal to 100% of the principal amount thereof of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereonInterest, if any, toto the redemption date, subject to the rights of Holders on the relevant record date of redemption (to receive interest due on the "Redemption Date"). (c) relevant interest payment date. Except pursuant to the preceding paragraphsSections 3.07(a) and 3.07(b), the Notes will are not be redeemable at the Company's option prior to July 115, 2007. . (c) On or after July 115, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonInterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.125................................................ 104.375% 2008.......................................... 102.063................................................ 102.917% 2009 2009................................................ 101.458% 2010 and thereafter........................... ................................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. (e) In the event that the Company is required to commence a Change of Control Offer to all Holders to purchase Notes, the procedures set forth in Section 4.14 shall apply.

Optional Redemption. (a) Before July 1Except as set forth in the next two paragraphs, 2006the Securities may not be redeemed pursuant to this paragraph 5 at the option of the Company prior to March 15, 2003. On and after that date, the Company may on redeem the Securities in whole at any one time or more occasions redeem up in part from time to 40% time at the following redemption prices (expressed in percentages of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereofamount), plus accrued and unpaid interest and Additional Interest thereoninterest, 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), if redeemed during the 12-month period beginning on March 15 of the years set forth below: Redemption Period Price -------------------- ------------ 2003.................................................. 104.750 % 2004.................................................. 103.167 % 2005.................................................. 101.583 % 2006 and thereafter................................... 100.000 % 111 120 Notwithstanding the foregoing, at any time and from time to time prior to March 15, 2001, the Company may redeem in the aggregate up to 33 1/3% of the original aggregate principal amount of the Securities with the net cash proceeds of one or more Public Equity OfferingsOfferings by the Company following which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of 109.5% plus accrued interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (i) provided, however, that at least 6066 2/3% of the original aggregate principal amount of Notes issued under this Indenture remains the Securities must remain outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1redemption. At any time on or prior to March 15, 20072003, the Company Securities may also redeem the Notes, 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 nor more than 60 days' prior notice (but in no event may any such redemption occur more than 90 180 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 thereof plus the Applicable Premium as of, and accrued and but unpaid interest and Additional Interest thereoninterest, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant record date of redemption (to receive interest due on the "Redemption Date"relevant interest payment date). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. The debentures may be redeemed for cash, in whole or in part, at the option of the Company: (a) Before July 1The Company shall have the right to redeem the Debentures, 2006in whole or in part, from time to time, on or after February 19, 2003 at the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% prices specified below, expressed as percentages of the principal amount thereofif redeemed during the 12-month period beginning on each of the dates set forth below: Date Percentage February 19, plus 2003........................................ 104.90% February 15, 2004........................................ 104.20% February 15, 2005........................................ 103.50% February 15, 2006........................................ 102.80% February 15, 2007........................................ 102.10% February 15, 2008........................................ 101.40% February 15, 2009........................................ 100.70% February 15, 2010 and thereafter......................... 100.00% in each case together with accrued and unpaid interest (including Additional Interest and Additional Interest thereonSums, if any, ) to (but not including) the date fixed for redemption (subject to the rights of Holders of record on any Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to such redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1If at any time prior to the Conversion Expiration Date, 2007, less than ten percent (10%) in principal amount of the Debentures originally issued by the Company may also redeem remain outstanding, such Debentures shall be redeemable, at the Notesoption of the Company, as a exercisable at any time in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price Redemption Price equal to 100% of the aggregate unpaid principal amount thereof plus the Applicable Premium as ofthereof, and all accrued and unpaid interest (including Additional Interest and Additional Interest thereonSums, if any, to, ) due thereon to the date of redemption (the "Redemption Date")fixed for redemption. (c) Except pursuant If any Debenture selected for partial redemption is converted in part before termination of the conversion right with respect to the preceding paragraphsportion of the Debenture so selected, the Notes will not converted portion of such Debenture shall be redeemable at deemed (so far as may be) to be the Company's option prior portion selected for redemption. Debentures which have been converted during a selection of Debentures to July 1, 2007be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. On or after July 1, 2007In any case where more than one Debenture is registered in the same name, the Company Trustee in its discretion may redeem all or a part of treat the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed aggregate principal amount so registered as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000%it were represented by one Debenture. (d) Any The notice of redemption pursuant to this Section 3.07 shall be made pursuant to the provisions Holders of the Debentures shall specify, in addition to those items specified in Section 3.01 through 3.06 hereof11.3, the conversion rate or price, the date on which the right to convert the Debentures to be redeemed will terminate and the place or places where such Debentures may be surrendered for conversion.

Optional Redemption. (a) Before July 1At any time prior to January 15, 20062007, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250107.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of Net Cash Proceeds from one or more Equity OfferingsOfferings by the Company or any direct or indirect parent of the Company (so long as such Net Cash Proceeds are contributed by such parent to the Company as common equity); provided that: (i1) at least 60% of the aggregate principal amount of Notes initially issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries); and (ii2) the redemption must occur occurs within 120 90 days of the date of the closing of the such Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, Except as a whole but not described in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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 ControlSection 3.07(a), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will are not be redeemable at the Company's option prior January 15, 2009. The Company is not prohibited, however, from acquiring the Notes by means other than a redemption, whether pursuant to July 1an issuer tender offer, 2007. open market transactions or otherwise, so long as such acquisition does not otherwise violate the terms of this Indenture. (c) On or after July 1January 15, 20072009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' days notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on July 1 January 15 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252009 ........................... 103.938% 2008.......................................... 102.0632010 ........................... 102.625% 2009 2011 ........................... 101.313% 2012 and thereafter........................... thereafter ............ 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof. Unless the Company defaults in payment of the redemption price, and after the redemption date, interest will cease to accrue on the Notes or portions thereof called redemption.

Optional Redemption. (a) Before July At any time prior to October 1, 20062007, the Company may on any one or more occasions occasions, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 108.250109.625% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii2) the redemption must occur occurs within 120 45 days of the date of the closing of the such Public Equity Offering. (b) Before July At any time prior to October 1, 20072009, the Company may also redeem all or a part of the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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 principal amount thereof of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, to the date of redemption (redemption, subject to the "Redemption Date")rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July After October 1, 2007. On or after July 1, 20072009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereoninterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July October 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---------------------------------------------- YEAR PERCENTAGE ---- ---------- 2007.......................................... 104.1252009 104.813% 2008.......................................... 102.0632010............................................................ 103.208% 2009 2011............................................................ 101.604% 2012 and thereafter........................... ............................................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1At any time prior to June 15 , 2006, the Company may may, on any one or more occasions redeem occasions, redeem, in whole or in part, up to 4035% of the aggregate principal amount of Notes Notes, including Additional Notes, if any, issued under this Indenture at a redemption price of 108.250111 % of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Interest thereonAmounts, if any, on the Notes redeemed to the applicable redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:; (i1) at least 6065% of the aggregate principal amount of Notes Notes, including Additional Notes, if any, issued under this Indenture remains outstanding immediately after the occurrence of such redemption (redemption, excluding Notes held by the Company and its Subsidiaries); and (ii2) the redemption must occur occurs within 120 90 days of the date of the closing of the such Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Offerings. Except pursuant to the preceding paragraphsparagraph and as set forth in Section 3.10 hereof, the Notes will not be redeemable at the Company's option prior to July 1June 15 , 2007. . (b) On or after July 1June 15 , 2007, the Company may may, at its option, redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (prices, expressed as percentages of principal amount) , set forth below plus accrued and unpaid interest and Additional Interest thereonAmounts, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 June 15 of the years indicated below: below Year Percentage ---------------------------------------------- ------------------------------------------- ---------- 2007.......................................... 104.1252007 ...................................... 105.500% 2008.......................................... 102.0632008 ...................................... 102.750% 2009 and thereafter........................... thereafter ....................... 100.000% (dc) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the The Notes will not be redeemable redeemable, at the Company's option prior option, in whole at any time or in part from time to July time, on and after February 1, 2007. On or after July 12003, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as percentages of the principal amountamount thereof) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning commencing on July February 1 of the years indicated set forth below, plus, in each case, accrued and unpaid interest thereon and Additional Interest, if any, to the date of redemption: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.1252003 ...................................... 104.938% 2008.......................................... 102.0632004 ...................................... 103.292% 2009 2005 ...................................... 101.646% 2006 and thereafter........................... thereafter ........................ 100.000% % OPTIONAL REDEMPTION UPON PUBLIC EQUITY OFFERINGS. At any time, or from time to time, on or prior to February 1, 2001, the Company may, at its option, use the net cash proceeds of one or more Public Equity Offerings to redeem up to 35% of the sum of (di) Any the initial aggregate principal amount of Notes issued in the Offering and (ii) the respective initial aggregate principal amounts of Notes issued under the Indenture after the Issue Date, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 109.875% of the principal amount thereof plus accrued and unpaid interest thereon and Additional Interest, if any, to the provisions date of Section 3.01 through 3.06 hereofredemption; PROVIDED that at least 65% of the sum of (i) the initial aggregate principal amount of Notes issued in the Offering and (ii) the respective initial aggregate principal amounts of Notes issued under the Indenture after the Issue Date remains outstanding immediately after any such redemption. In order to effect the foregoing redemption with the proceeds of any Public Equity Offering, the Company shall make such redemption not more than 120 days after the consummation of any such Public Equity Offering.

Optional Redemption. (a) Before July At any time, or from time to time, prior to May 1, 20062002, the Company may on any one may, at its option, use all or more occasions redeem up to 40% a portion of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60Offerings to redeem up to 35% of the aggregate principal amount of the Initial Notes issued under this Indenture on the Issue Date at the following Redemption Prices (expressed as percentages of the aggregate principal amount of the Notes to be redeemed) set forth below with respect to the indicated Redemption Date, plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however, that at least $48.75 million aggregate principal amount of Notes remains outstanding immediately after the occurrence of giving effect to any such redemption (excluding it being expressly agreed that for purposes of determining whether this condition is satisfied, Notes held owned by the Company and or any of its SubsidiariesAffiliates shall be deemed not to be outstanding); and (ii) . In order to effect the foregoing redemption must occur within 120 days with the proceeds of the date of the closing of the any Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any shall make such redemption occur not more than 90 days after the occurrence consummation of any such Change of Control), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Equity Offering. The Notes will not also be redeemable redeemable, at the Company's option prior option, in whole at any time or in part from time to July time, on and after May 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice2002, at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount thereof) set forth below plus with respect to the indicated Redemption Date, plus, in each case, accrued and unpaid interest and Additional Interest thereoninterest, if any, thereon to the applicable redemption date, if Redemption Date: If redeemed during the twelve12-month period beginning on July May 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125Redemption Price ------------------- ---------------- 1997.............................113.500% 2008.......................................... 102.0631998.............................113.500% 2009 1999.............................113.500% 2000.............................113.500% 2001.............................113.500% 2002.............................106.750% 2003 and thereafter........................... ...... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1January 15, 20062002, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes originally issued under this Indenture at a redemption price of 108.250110.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 6065% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1January 15, 20072004, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1January 15, 20072004. On or after July 1January 15, 20072004, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 January 15 of the years indicated below: Year Percentage ---------------------------------------------- YEAR PERCENTAGE ---- ---------- 2007.......................................... 104.1252004.................................... 105.1875% 2008.......................................... 102.0632005.................................... 103.4583% 2009 2006.................................... 101.7292% 2007 and thereafter........................... 100.000..................... 100.0000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July The 2012 Notes shall not be redeemable at the option of the Company prior to September 1, 20062007. Starting on that date, the Company may on any one or more occasions redeem up to 40% all (but not less than all) of the aggregate 2012 Notes, after giving the notice required pursuant to Section 3.03 hereof. The 2012 Notes may be redeemed at the redemption prices set forth below (expressed as a percentage of principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereofamount), plus accrued and unpaid interest and Additional to but excluding the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest thereonPayment Date), if any, to redeemed during the 12-month period commencing on September 1 of the years set forth below: Year Percentage ---- ---------- 2007............................................106.0% 2008............................................104.5% 2009............................................103.0% 2010............................................101.5% 2011 and thereafter.............................100.0% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the 2012 Notes or portions thereof called for redemption on the applicable redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the The 2010 Notes will shall not be redeemable at the Company's option of the Company prior to July September 1, 2007. On or after July 1, 2007Starting on that date, the Company may redeem all or a part of the Notes upon (but not less than 30 nor more than 60 days' noticeall) of the 2010 Notes, after giving the notice required pursuant to Section 3.03 hereof. The 2010 Notes may be redeemed at the redemption prices set forth below (expressed as percentages a percentage of principal amount) set forth below ), plus accrued and unpaid interest and Additional Interest thereon, if any, to but excluding the redemption date (subject to the applicable redemption dateright of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve12-month period beginning commencing on July September 1 of the years indicated set forth below: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.125............................................106.0% 2008.......................................... 102.063............................................103.0% 2009 and thereafter........................... 100.000%.............................100.0% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the 2010 Notes or portions thereof called for redemption on the applicable redemption date. (dc) Any redemption prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1At any time on or prior to October 15, 20062008, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250108.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonInterest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes but excluding Notes held by Holdings and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries)redemption; and (ii2) the redemption must occur occurs within 120 90 days of the date of the closing of the such Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the two preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1October 15, 2007. 2010. (c) On or after July 1October 15, 20072010, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonInterest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 October 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive accrued and unpaid interest on the relevant interest payment date: Year Percentage ---------------------------------------------- --------------------------------------------------------------------------------- ---------- 2007.......................................... 104.1252010............................................................................. 104.063% 2008.......................................... 102.0632011............................................................................. 102.031% 2009 2012............................................................................. 101.016% 2013 and thereafter........................... .............................................................. 100.000%% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof. (e) At any time prior to October 15, 2010, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the date of redemption (the "Redemption Date"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

Optional Redemption. (a) Before July Except as described in clauses (b), (d) and (e) of this Section 5, the Notes are not redeemable at the Company’s option prior to March 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering2024. (b) Before July At any time prior to March 1, 20072024, the Company Notes may also redeem the Notesbe redeemed, as a in whole but not or in part, upon at any time and from time to time, at the occurrence option of a Change of Control, upon not less than 30 nor 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)Company, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Make Whole Premium as of, and accrued and but unpaid interest and Additional Interest thereoninterest, if any, to, but excluding, the date of redemption (the "Redemption Date"), subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. (c) Except pursuant to the preceding paragraphsOn and after March 1, 2024, the Notes will not be redeemable subject to redemption at the Company's option prior ’s option, at any time and from time to July 1time, 2007. On in whole or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' noticein part, at the redemption prices (expressed as percentages of the principal amountamount of the Notes) set forth below below, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to, but excluding, the date fixed for redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the applicable redemption dateright of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on July March 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125. 2024....................................................................... 102.375% 2008.......................................... 102.0632025....................................................................... 101.188% 2009 2026 and thereafter........................... .................................................. 100.000% (d) Any Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may, at its option, redeem an aggregate principal amount of the Notes not to exceed the net proceeds of one or more Equity Issuances at a redemption price equal to 104.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date; provided, however, that (i) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes, if any) and (ii) at least 50% of the aggregate principal amount of the Notes originally issued on the Issue Date remains outstanding immediately after any such redemption (unless all Notes are redeemed or repurchased substantially concurrently). (e) Notwithstanding the foregoing, in connection with any Change of Control Offer, Alternate Offer, Advance Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem (with respect to the Company) or purchase (with respect to a third party) all Notes that remain outstanding at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date or purchase date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a Change of Control Offer, Alternate Offer, Advance Offer or Asset Sale Offer, as applicable, Notes owned by an Affiliate of the Company shall be deemed to be outstanding for the purposes of such Change of Control Offer, Alternate Offer, Advance Offer or Asset Sale Offer, as applicable. (f) The Company may redeem Notes pursuant to this Section 3.07 shall one or more of the relevant provisions in the Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions may have different Redemption Dates or may specify the provisions order in which redemptions taking place on the same Redemption Date are deemed to occur. (g) The Company, its direct and indirect equity holders, any of Section 3.01 through 3.06 hereofits Subsidiaries and their respective affiliates and members of management may acquire the Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. (a) Before July 1The Company, 2006at its option, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may at any such redemption occur more than 90 days time on or after the occurrence of such Change of Control), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July June 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes 2006 upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) ), set forth below plus below, together, in each case, with accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption dateRedemption Date, if redeemed during the twelve-twelve month period beginning on July June 1 of the years indicated each year listed below: Year Percentage ---------------------------------------------- ---------- Redemption Price ---- ---------------- 2006..................................... 104.875% 2007.......................................... 104.125..................................... 103.250% 2008.......................................... 102.063..................................... 101.625% 2009 and thereafter........................... ...................... 100.000% (db) Any Notwithstanding the foregoing, at any time prior to June 1, 2004, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more Qualified Equity Offerings at a redemption pursuant price equal to this Section 3.07 shall 109.750% of the principal amount of the Notes to be made pursuant redeemed, plus accrued and unpaid interest thereon, if any, to the provisions Redemption Date; provided that (1) at least 65% of Section 3.01 through 3.06 hereofthe aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering. (c) In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, while such Notes are listed, or if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other manner as the Trustee shall deem fair and equitable. The Notes will be redeemable in whole or in part upon not less than 30 nor more than 60 days' prior written notice, mailed by first class mail to a Holder's last address as it shall appear on the register maintained by the Registrar of the Notes. On and after any redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption unless the Company shall fail to redeem any such Note.

Optional Redemption. (a) Before July 1, 2006Except as set forth in paragraph 5(b) below, the Company may on any one or more occasions redeem up shall not have the option to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 115, 20072008. On or after July 115, 20072008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' noticenotice mailed to each Holder of the Notes being redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 15 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.1252008................................................ 105.000% 2008.......................................... 102.0632009................................................ 102.500% 2009 2010 and thereafter........................... ................................. 100.000% (db) Any At any time prior to July 15, 2007, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption pursuant to this Section 3.07 shall be made pursuant price of 110.000% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the provisions applicable redemption date, with the net cash proceeds of Section 3.01 through 3.06 hereofone or more Equity Offerings of the Company (or any Parent to the extent such proceeds are contributed to the common equity of the Company); provided that (1) at least 65% of the aggregate principal amount of Notes initially issued under the Indenture remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and (2) the redemption must occur within 90 days of the date of the closing of such Equity Offering (or, in the case of any Equity Offering by any Parent, the contribution to the Company).

Optional Redemption. (a) Before July 1, 2006Except as set forth in the following paragraph, the 7 5/8% Notes will not be redeemable at the option of the Company prior to July 15, 2008. Starting on that date, the Company may redeem all or any portion of the 7 5/8% Notes, upon no less than 30 nor more than 60 days prior notice, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for 7 5/8% Notes redeemed during the 12-month period commencing on July 15 of the years set forth below, and are expressed as percentages of principal amount: Redemption Year Price ---------------------------------------------------------------------- 2008................................................... 103.813% 2009................................................... 101.906% 2010 and thereafter.................................... 100.000% The Company may on any one or more occasions prior to July 15, 2007, redeem up to 4035% of the aggregate principal amount of the 7 5/8% Notes originally issued under this Indenture with the net proceeds of one or more Equity Offerings at a redemption price of 108.250107.625% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the redemption date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) that at least 6065% of the aggregate principal amount of the 7 5/8% Notes originally issued under this Indenture remains outstanding immediately Outstanding after the occurrence of such redemption. Any such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must shall occur within 120 not later than 90 days of after the date of the closing of the any such Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, Offering upon not less than 30 nor more than 60 days' prior notice (notice. The redemption shall be made in accordance with procedures set forth in the Indenture. At any time prior to July 15, 2008, the Company will be entitled, at its option, to redeem all, but in no event may any such redemption occur more not less than 90 days after all, of the occurrence of such Change of Control), 7 5/8% Notes at a redemption price equal to 100% of the principal amount thereof of the 7 5/8% Notes plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the redemption date of redemption (the "Redemption Date"). (c) Except pursuant subject to the preceding paragraphsright of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each Holder's registered address, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at days prior to the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. Except as set forth in clause (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphsthis Section 3.07, the Notes will not be redeemable at the Company's option of the Company prior to July 1, 20072006. On or after Starting on July 1, 20072006, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, after giving the required notice under this Indenture. The Notes may be redeemed at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Interest thereonInterest, if any, on the Notes redeemed, to the applicable redemption datedate (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---- ---------- 2006.......................................................104.750% 2007.......................................... 104.125.......................................................102.375% 2008.......................................... 102.063% 2009 2008 and thereafter........................... ........................................100.000% (db) At any time and from time to time prior to July 1, 2005, the Company may redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to 109.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of any Qualified Equity Offering of the Company's common stock; provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption. Any such redemption shall be made within 90 days of the closing of such Qualified Equity Offering. (c) Any redemption prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1The Issuer, 2006at its option, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may at any such redemption occur more than 90 days time on or after the occurrence of such Change of Control), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July October 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes 2010 upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus below, together, in each case, with accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption dateRedemption Date, if redeemed during the twelve12-month period beginning on July October 1 of the years indicated each year listed below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125Optional Redemption Price ---- ------------------------- 2010.......................................................... 104.750% 2008.......................................... 102.0632011.......................................................... 103.167% 2009 2012.......................................................... 101.583% 2013 and thereafter........................... ........................................... 100.000% (db) Any At any time or from time to time prior to October 1, 2008, the Issuer, at its option, may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more Qualified Equity Offerings at a redemption pursuant price equal to this Section 3.07 109.500% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided, however, that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering. (c) In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, while such Notes are listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other manner as the Trustee shall deem fair and appropriate; provided, however that no Notes of a principal amount of $1,000 or less shall be made pursuant redeemed in part. The Notes will be redeemable in whole or in part upon not less than 30 nor more than 60 days' prior written notice, mailed by first class mail to a Holder's last address as it shall appear on the provisions register maintained by the Registrar of Section 3.01 through 3.06 hereofthe Notes. On and after any redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption unless the Issuers shall fail to redeem any such Note.

Optional Redemption. (a) Before Except as set forth in the following paragraph, the 7 5/8% Notes will not be redeemable at the option of the Company prior to July 115, 20062008. Starting on that date, the Company may on redeem all or any one or more occasions redeem up to 40% portion of the aggregate principal amount of 7 5/8% Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice notice, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (but in no event subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The following prices are for 7 5/8% Notes redeemed during the 12-month period commencing on July 15 of the years set forth below, and are expressed as percentages of principal amount: Redemption Year Price ---------------------------------------------------------------------- 2008................................................... 103.813% 2009................................................... 101.906% 2010 and thereafter.................................... 100.000% The Company may on any one or more occasions prior to July 15, 2007, redeem up to 35% of the aggregate principal amount of the 7 5/8% Notes originally issued with the net proceeds of one or more Equity Offerings at a redemption price of 107.625% of the principal amount thereof, plus accrued and unpaid 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 relevant Interest Payment Date), provided that at least 65% of the aggregate principal amount of the 7 5/8% Notes originally issued remains Outstanding after the occurrence of such redemption. Any such redemption shall occur more not later than 90 days after the occurrence date of the closing of any such Change Equity Offering upon not less than 30 or more than 60 days' prior notice. The redemption shall be made in accordance with procedures set forth in the Indenture. At any time prior to July 15, 2008, the Company will be entitled, at its option, to redeem all, but not less than all, of Control), the 7 5/8% Notes at a redemption price equal to 100% of the principal amount thereof of the 7 5/8% Notes plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the redemption date of redemption (the "Redemption Date"). (c) Except pursuant subject to the preceding paragraphsright of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each Holder's registered address, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at days prior to the redemption prices (expressed as percentages date. If less than all the 7 5/8% Notes are to be redeemed at any time, selection of 7 5/8% Notes for redemption will be made by the Trustee in compliance with the requirements of the principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonnational securities exchange, if any, to on which the applicable redemption date7 5/8% Notes are listed, or, if redeemed during the twelve-month period beginning 7 5/8% Notes are not so listed, on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereofa pro rata basis.

Optional Redemption. (a) Before July 1Except as set forth in clauses (b) and (c) of this Section 3.07, 2006the Notes will not be redeemable at the option of the Company prior to February 15, 2007. Starting on that date, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice under this Indenture. The Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). The following prices are for Notes redeemed during the 12- month period commencing on February 15 of the years set forth below, and are expressed as percentages of principal amount: Year Percentage ---- --------- 2007........................................................................... 104.063% 2008........................................................................... 102.708% 2009........................................................................... 101.354% 2010 and thereafter............................................................ 100.000% (b) At any one time prior to February 15, 2007, the Company may redeem all or more occasions any portion of the Notes, at once or over time, after giving the required notice under this Indenture, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, and (ii) the sum of the present values of (A) the redemption price of the Notes at February 15, 2007 (as set forth in the preceding paragraph) and (B) the remaining scheduled payments of interest from the redemption date through February 15, 2007, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Any notice to Holders of a redemption pursuant to this Section 3.07(b) shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers' Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. (c) At any time and from time to time, prior to February 15, 2005, the Company may redeem up to 40a maximum of 33-1/3% of the aggregate principal amount of the Notes issued under this Indenture with the proceeds of one or more Public Equity Offerings, at a redemption price of 108.250equal to 108.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, to the redemption datedate (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date); provided, with the net cash proceeds of one or more Equity Offerings; provided that: (i) however, that after giving effect to any such redemption, at least 6066-2/3% of the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence outstanding. Any such redemption shall be made within 75 days of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Public Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, Offering upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date")notice. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1Except as described in the following paragraphs, 2006the Notes will not be redeemable at the Company's option prior to November 30, 2001. Thereafter, 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 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on November 30 of the years indicated below: 31 YEAR PERCENTAGE 2001........................................... 105.000% 2002........................................... 102.500% 2003 and thereafter............................ 100.000% (b) Notwithstanding the foregoing, at any time prior to November 20, 2000, the Company may on any one or more occasions redeem up to 4033% of the aggregate principal amount of Notes originally issued under this Indenture at a redemption price of 108.250110% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offeringsa public offering of common stock of the Company; provided that: (i) that at least 6067% of the aggregate principal amount of Notes issued under this Indenture remains remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the and provided, further, that such redemption must shall occur within 120 45 days of the date of the closing of the Equity Offeringsuch public offering. (bc) Before July 1In addition, 2007at any time on or prior to November 30, 2001, the Company Notes may also redeem the Notes, be redeemed as a whole but not in part, part at the option of the Company upon the occurrence of or in connection with a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption occur prior to or more than 90 days after the occurrence of such Change of Control), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant subject to the provisions right of Section 3.01 through 3.06 hereofHolders on the relevant record date to receive interest due on the relevant interest payment date.

Optional Redemption. (a) Before July 1At any time prior to May 31, 20062011, the Company may on any one redeem all or more occasions redeem up to 40% a part of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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 principal amount thereof of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, to the date of redemption, subject to the rights of the Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. The Company may acquire the Notes by means other than redemption, whether pursuant to a Company tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture. (b) At any time on or prior to May 31, 2011, the Company may on any one or more occasions redeem the Notes with the net cash proceeds of one or more Equity Offerings, at a redemption price of 114% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date; PROVIDED that at least 65% of the principal amount of the Notes originally issued remains outstanding immediately following such redemption (excluding Notes held by the "Redemption Date"Company or any of its Subsidiaries); and PROVIDED, FURTHER, that such redemption shall occur within 90 days of the date of the closing of any such Equity Offering. (c) Except pursuant to the preceding paragraphs, the The Notes will not be redeemable redeemable, in whole or in part on any one or more occasions, at the option of the Company's option prior to July 1, 2007. On on or after July 1May 31, 20072011, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 May 31 of the years indicated below: Year Percentage ---------------------------------------------- YEAR PERCENTAGE ---- ---------- 2007.......................................... 104.1252011.........................................................107.000% 2008.......................................... 102.063% 2009 2012 and thereafter........................... ..........................................100.000% (d) Any redemption pursuant to this Section 3.07 paragraph 5 shall be made pursuant to the provisions of Section SECTIONS 3.01 through 3.06 hereofof the Indenture.

Optional Redemption. (a) Before July 1, 2006Except as set forth in this paragraph 5, the Company may on any one or more occasions redeem up to 40% Securities will not be redeemable at the option of the aggregate Company prior to May 15, 2002. On and after such date, the Securities will be redeemable, at the Company's option, in whole or in part, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at the following redemption prices (expressed as percentages of principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, amount) 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 to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 15 of the years set forth below: Year Redemption Price ---- ---------------- 2002................................... 104.875 % 2003................................... 103.250 % 2004................................... 101.625 % 2005 and thereafter.................... 100.000 % Notwithstanding the foregoing, at any time or from time to time prior to May 15, 2000, the Company may redeem up to $42 million of the aggregate original principal amount of the Securities with the net cash proceeds of one or more Equity OfferingsOfferings received by or invested in, the Company at a redemption price (expressed as a percentage of principal amount) of 109.750% plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (i) provided, however, that after giving effect to such redemption, at least 60% $78 million of the aggregate principal amount of Notes issued under this Indenture remains Securities remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1redemption. At any time on or prior to May 15, 20072002, the Company Securities may also redeem the Notesbe redeemed in whole, 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 nor 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 principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, to, the date of redemption (subject to the "Redemption Date"right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Before July 1, 2006Except as set forth in clauses (b) and (c) below, the Company Notes will not be redeemable at the option of the Issuer prior to February 15, 2007. Starting on that date, the Issuer may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture. The Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). The following prices are for Notes redeemed during the 12- month period commencing on February 15 of the years set forth below, and are expressed as percentages of principal amount: Year Percentage ---- ---------- 2007................................................................................................ 104.063% 2008................................................................................................ 102.708% 2009................................................................................................ 101.354% 2010 and thereafter................................................................................. 100.000% (b) At any one time prior to February 15, 2007, the Issuer may redeem all or more occasions any portion of the Notes, at once or over time, after giving the required notice under the Indenture, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, and (ii) the sum of the present values of (A) the redemption price of the Notes at February 15 , 2007 (as set forth in the preceding paragraph) and (B) the remaining scheduled payments of interest from the redemption date through February 15, 2007, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Any notice to Holders of a redemption pursuant to clause (b) shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers' Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. (c) At any time and from time to time, prior to February 15, 2005, the Issuer may redeem up to 40a maximum of 33-1/3% of the aggregate principal amount of the Notes issued under this Indenture with the proceeds of one or more Public Equity Offerings, at a redemption price of 108.250equal to 108.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereonSpecial Interest, if any, to the redemption datedate (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date); provided, with the net cash proceeds of one or more Equity Offerings; provided that: (i) however, that after giving effect to any such redemption, at least 6066-2/3% of the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence outstanding. Any such redemption shall be made within 75 days of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Public Equity Offering. (b) Before July 1, 2007, the Company may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, Offering upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date")notice. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption prepayment pursuant to this Section 3.07 paragraph shall be made pursuant to the provisions of Section Sections 3.01 through 3.06 hereofof the Indenture.

Optional Redemption. (a) Before July 1, 2006Except as set forth in paragraph 6(b) and 6(c) below, the Company may on shall not have the option to redeem any one or more occasions redeem up Notes prior to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July September 1, 2007. Thereafter, the Company may also shall have the option to redeem the Notes, as a in whole but not or in part, upon the occurrence of a Change of Control, upon not less than 30 nor 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), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July September 1 of the years indicated below: below (subject to the right of Holders on the relevant record date to receive interest and Liquidated Damages due on the related interest payment date): Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.125............................................................... 108.000% 2008.......................................... 102.063............................................................... 102.938% 2009 and thereafter........................... 2009............................................................... 100.000% (db) Any redemption pursuant Notwithstanding the foregoing, at any time prior to this Section 3.07 shall be made pursuant September 1, 2006, the Company may redeem up to 25% of the aggregate principal amount of Notes issued under the Indenture (including additional Notes, if any, issued subsequent to the provisions Closing Date) at a redemption price equal to 111.750% of Section 3.01 through 3.06 hereofthe principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more offerings of Capital Stock (other than Disqualified Stock) of the Company or of a Holding Company (to the extent, in the case of a Holding Company, that the net cash proceeds thereof are used to purchase Capital Stock (other than Disqualified Stock), or are contributed to the common equity capital, of the Company); provided that (A) at least 75% of the aggregate principal amount of the Notes remain outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and (B) the redemption must occur within 90 days of the date of the closing of such offering. (c) In addition, at any time prior to September 1, 2007, the Company may redeem all or part of the Notes upon not less than 30 days' nor more than 60 days' notice at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption, plus (iii) the Applicable Premium.

Optional Redemption. (a) Before At any time prior to July 115, 2006, the Company may on any one or more occasions upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.250108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii2) the redemption must occur within 120 45 days of the date of the closing of the such Public Equity Offering. (b) Before At any time prior to July 115, 2007, 2007 the Company may also redeem all or a part of the 2010 Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' 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 principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereoninterest, if any, toto the redemption date, subject to the rights of noteholders on the relevant record date of redemption (to receive interest due on the "Redemption Date")relevant interest payment date. (c) Except pursuant to the preceding paragraphsAfter July 15, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, 2007 the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereoninterest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 15 of the years indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---------------------------------------------- ---- ---------- 2007.......................................... 104.125................................................................. 104.250% 2008.......................................... 102.063................................................................. 102.125% 2009 and thereafter........................... .................................................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.