Common use of Optional Redemption Clause in Contracts

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

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

Optional Redemption. (a) Except as set forth below, the Company shall Securities may not be entitled redeemed prior to August 15, 2014. (b) At any time prior to August 15, 2014, the Company may redeem the Securities in whole at its option any time or in part from time to time at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to June the date of redemption). (c) At any time on or after August 15, 2006. On and after June 15, 20062014, the Company shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment datedate that is on or prior to the date of redemption), if redeemed during the 12-month period commencing beginning on June or after August 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252014 104.563 % 2007 103.750 2008 101.875 2009 2015 102.281 % 2016 and thereafter 100.000% In addition, 100.000 % (d) At any time prior to June August 15, 20042013, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued with the Net Cash Proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of 109.125% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that provided that (1) at least 65% of such the original aggregate principal amount of -------- ------- the Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and and (2) each such the redemption occurs within 90 days after the date closing of the related Public such Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to (a) The Issuers may redeem the Securities Notes, at its the option prior to June of the Issuers, in whole or in part, at any time on or after February 15, 2006. On and after June 152008, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, notice at the redemption prices following Redemption Prices (expressed in as percentages of the principal amount on the redemption date)to be redeemed) set forth below, plus accrued interest and unpaid interest, if any, to the redemption date Redemption Date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an Interest Payment Date that is on or prior to the related interest payment dateRedemption Date), if redeemed during the 12-month period commencing on June 15 beginning February 15, of the years set forth belowindicated: 39 Year Redemption Period Price ------ ---------- 2006 105.625------------------- ---------------- 2008 104.500% 2007 103.750 2008 101.875 2009 102.250% 2010 and thereafter 100.000% % (b) In additionaddition to the foregoing, prior to June February 15, 20042007, the Company shall be entitled at its option on Issuers may, with the net proceeds of one or more occasions Public Equity Offerings of Qualified Capital Interests in the Company or a Successor Entity, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued outstanding Notes at a redemption price Redemption Price (expressed as a percentage of the principal amountamount to be redeemed) of 111 1/4109.000%, plus accrued and unpaid interest interest, if any, to the redemption date, with Redemption Date (subject to the net cash proceeds from one right of Holders of record on the relevant regular record date to receive interest due on an Interest Payment Date that is on or more Public Equity Offerings (prior to the Redemption Date); provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate the principal amount of -------- ------- Securities (which includes Additional Securities, if any) Notes originally issued on the Issue Date remains outstanding immediately after the occurrence of each any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each that any such redemption occurs within 90 days after following the date closing of the related any such Public Equity Offering.

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

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

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

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

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

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

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

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

Optional Redemption. Except as set forth belowbelow and in Sections 4.06 and 4.09 of the Indenture, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 151, 20062019, the Company shall be entitled at its option option, on one or more occasions, to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeSecurities, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252019 104.781 % 2007 103.750 2008 101.875 2009 2020 103.188 % 2021 101.594 % 2022 and thereafter 100.000100.000 % In addition, at any time prior to June 151, 20042019, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4106.375%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with cash in an amount equal to the net cash proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Qualified Equity Offering. Prior to June 1, 2019, the Company shall be entitled at its option, on one or more occasions, to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

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

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

Optional Redemption. Except as set forth belowSubject to Section 3.7, the Company shall not be entitled to may redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all this Debenture in whole or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued part at a cash redemption price (expressed as a percentage of principal amount"OPTIONAL REDEMPTION PRICE") equal to one hundred twenty-two and one-half percent (122.5%) of 111 1/4%the Principal Amount of this Debenture subject to such redemption, plus together with all accrued and unpaid interest thereon to the date of redemption date, with the net cash proceeds from one or more Public Equity Offerings ("OPTIONAL REDEMPTION DATE"); provided that if the Public Equity Offering (y) Current Market Price on the Trading Day the notice ("OPTIONAL REDEMPTION NOTICE") provided for in Section 3.7 (which may not be conditional) is an offering by Parent, -------- a portion given is less than the Conversion Price on the date such Trading Day and (z) Company has good and clear funds for payment of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of Optional Redemption Price covered by such notice in a bank account controlled by the Company); provided, further, however, that (1) at least 65% in the event such redemption is to be made simultaneously with the closing of a public offering of securities of the Company, the Company may send an Optional Redemption Notice even if it does not have such good and clear funds. Notwithstanding its receipt of an Optional Redemption Notice, the Holder upon receipt of such aggregate principal amount notice shall have the right to convert up to fifty percent (50%) of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence Principal Amount of each this Debenture covered by such redemption (other than Securities held, directly or indirectly, notice at the Conversion Price by delivery of a Conversion Notice to the Company or its Affiliates); and (2) each in accordance with Section 3.2 at any time prior to the Optional Redemption Date to which such redemption occurs within 90 days after the date of the related Public Equity OfferingOptional Redemption Notice relates.

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

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

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

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

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

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem August 15, 2018. On or after August 15, 2018, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June August 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252018 103.000 % 2007 103.750 2008 101.875 2009 2019 102.000 % 2020 101.000 % 2021 and thereafter 100.000100.000 % In addition, at any time prior to June August 15, 20042016, the Company shall be entitled may, at its option option, redeem on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not up to exceed a maximum of 35% of the aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage equal to 106.000% of the principal amount) of 111 1/4%amount thereof, plus 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), with the net cash proceeds Net Cash Proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 ninety (90) days after the date of the related Public Qualified Equity Offering. Prior to August 15, 2018, we will be entitled at our option to redeem all or a portion of the notes at a redemption price equal to 100% of the principal amount of the notes, plus the Applicable Premium as of, and accrued and unpaid interest 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 such redemption shall be made within 60 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

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

Optional Redemption. Except as set forth below(a) Prior to October 15, 2017, the Company shall not be entitled to may redeem the Securities Securities, in whole at its option prior any time or in part from time to June 15time, 2006. On and after June 15at the Company’s option, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' days notice, at a Redemption Price (as calculated by the redemption prices Company) equal to the sum of: (expressed in percentages i) 100% of the principal amount on of the redemption date)Securities to be redeemed plus any accrued and unpaid interest to, plus accrued interest to but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the related interest payment date)relevant Interest Payment Date) plus (ii) the Make-Whole Amount, if any. (b) On and after October 15, 2017, the Company may redeem the Securities, in whole at any time or in part from time to time, at the Company’s option, at the following Redemption Prices (expressed as percentages of the principal amount thereof) if redeemed during the 12twelve-month period commencing on June October 15 of the years year set forth below: Redemption Period Price ------ ---------- 2006 105.6252017 106.188 % 2007 103.750 2008 101.875 2009 2018 104.125 % 2019 102.063 % 2020 and thereafter 100.000100.000 % In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions pay any interest accrued but unpaid to redeem Securities the Redemption Date (which includes Additional Securities, if any) in an aggregate principal amount not subject to exceed 35% the right of the aggregate principal amount Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (c) The Company may also redeem the Securities in accordance with Section 3.03(i) hereof. (d) To the extent not conflicting with the terms of this First Supplemental Indenture, including this Section 3.01, the terms of Article V of the Base Indenture shall apply to the redemption of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest pursuant to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringthis Section 3.01.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 15August 1, 20062007, the Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount amount, on the redemption date), ) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 August 1 of the years set forth below: Redemption Period PERIOD Price ------ ---------- 2006 105.625----- 2007 105.000% 2007 103.750 2008 101.875 102.500% 2009 and thereafter 100.000% In addition, prior to June 15August 1, 20042006, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.000%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by ParentOfferings; PROVIDED, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Notwithstanding the foregoing, the Company may at any time and from time to time purchase Securities in the open market or otherwise.

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

Optional Redemption. Except as set forth belowin this paragraph, the Securities will not be redeemable at the option of the Company prior to [ ], 2003. At any time and from time to time prior to [ ], 2001, the Company shall not be entitled may redeem in the aggregate up to redeem 35% of the original principal amount of Securities with the proceeds of one or more Stock Offerings to the extent the net cash proceeds thereof, in the case of a Stock Offering by DRI, are contributed to the equity capital of the Company, at a redemption price (expressed as a percentage of principal amount) of [ ]% 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); provided, however, that (i) either at least $81.0 million aggregate principal amount of Securities must remain outstanding after each such redemption or such redemption must retire the Securities at its option prior to June 15, 2006in their entirety and (ii) such redemption occurs within 60 days following the closing of such Stock Offering. On and after June 15[ ], 20062003, the Company Securities shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeredeemable, at the Company's option, in whole or in part, at any time or from time to time at the following redemption prices (expressed in percentages of principal amount on the redemption dateamount), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 [ ] of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.:

Optional Redemption. (a) Except as set forth belowin clause (b) of this Section 3.07, the Notes shall not be redeemable at the Company’s option prior to December 1, 2007. On or after December 1, 2007, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to may redeem all or a portion part of the Securities 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 in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on December 1 of the years indicated below: 2007 104.375 % 2008 102.188 % 2009 and thereafter 100.000 % (b) At any time prior to December 1, 2006, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price (expressed as a percentage of principal amount) of 108.750% 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 Regular Record Date to receive interest due on the related interest payment daterelevant Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such the aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) the Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, excluding Notes held by the Company or and its AffiliatesSubsidiaries); and (2) each such the redemption occurs within 90 60 days after of the date of the related closing of such Public Equity Offering. (c) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 20062007. On and after June 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount amount, on the redemption date), ) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Period Redemption Period ------ Price ------ ---------- 2006 105.6252007 104.188% 2007 103.750 2008 101.875 102.792% 2009 101.396% 2010 and thereafter 100.000% In addition, prior to June 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to the redemption date at a redemption price (expressed as a percentage of principal amount) of 111 1/4%108.375%%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering. Prior to June 15, 2007, the Company may at its option redeem all (but not less than all) the Securities (which includes the Additional Securities, if any) at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date, plus (3) the Applicable Premium at the redemption date.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006t maturity. On and after June 15April 1, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount amount, on the redemption date), ) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 April 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625105.250% 2007 103.750 102.625% 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15April 1, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110 .5%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, howeverhowever , that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)) ; and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowThe Securities will be subject to redemption, at the Company shall not be entitled to redeem option of the Securities Company, in whole or in part, at its option any time on or after February 1, 2006 and prior to June 15maturity, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticenotice mailed to each Holder of Securities to be redeemed, in amounts of $1,000 or an integral multiple of $1,000, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued interest to but excluding the date fixed for redemption date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the related an interest payment datedate that occurs on or prior to the date fixed for redemption), if redeemed during the 12-month period commencing on June 15 beginning February 1 of the years set forth belowindicated: Redemption Period Price ------ Year Percentage ---- ---------- 2006 105.625104.688% 2007 103.750 103.125% 2008 101.875 101.563% 2009 and thereafter 100.000% In addition, on or prior to June 15February 1, 2004, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued with the net cash proceeds received by the Company from one or more Equity Offerings, at a redemption price (expressed as a percentage equal to 109.375% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)date fixed for redemption; provided, however, that (1) at least 65% of such in aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each any such redemption (other than excluding any Securities held, directly or indirectly, owned by the Company or any of its Affiliates); . Notice of redemption described in this paragraph must be mailed to Holders of Securities not later than 60 days following the consummation of the relevant Equity Offering. Selection of Securities for any partial redemption shall be made by the Trustee, in accordance with the rules of any national securities exchange on which the Securities may be listed or, if the Securities are not so listed, pro rata or by lot or in such other manner as the Trustee shall deem appropriate and (2) fair. Securities in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000. Notice of redemption will be mailed before the date fixed for redemption to each such redemption occurs within 90 days Holder of Securities to be redeemed at his or her registered address. On and after the date fixed for redemption, interest will cease to accrue on Securities or portions thereof called for redemption. The Securities will not have the benefit of the related Public Equity Offeringany sinking fund.

Optional Redemption. Except At any time prior to November 1, 2012, the Company may redeem up to 35% of the aggregate principal amount of the Securities issued under the Indenture (including any Additional Notes) at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, subject to the rights of Holders of the Securities on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Securities issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company or its Affiliates); and (2) the redemption must occur within 60 days of the date of the closing of such Public Equity Offering. On or after November 1, 2014, the Company may redeem all or a part of the Securities, 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 Company shall not be entitled applicable redemption date, subject to redeem the rights of Holders of Securities at its option prior on the relevant record date to June 15receive interest due on the relevant interest payment date, 2006. On if redeemed during the twelve-month period beginning on November 1 of the years indicated below: 2014 104.125 % 2015 102.750 % 2016 101.375 % 2017 and after June 15thereafter 100.000 % Not more than once during each twelve-month period ending on November 1 of 2010, 20062011, 2012, 2013 and 2014, the Company shall be entitled at its option may redeem up to redeem all or a portion $50 million in principal amount of the Securities in each such twelve-month period, upon not less than 30 nor more than 60 days' ’ notice, at a redemption price equal to 103% of the redemption prices (expressed in percentages of principal amount on of the redemption date)Securities redeemed, plus accrued interest and unpaid interest, if any, to the date of redemption (subject to the rights of Holders of the Securities on the relevant record date to receive interest on the relevant Interest Payment Date). In addition, at any time prior to November 1, 2014, the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment daterelevant Interest Payment Date). In the case of any partial redemption, if redeemed during the 12-month period commencing on June 15 selection of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, Securities for redemption will be made by the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional SecuritiesTrustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not so listed, then on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate (and in such manner as complies with applicable legal requirements) provided that (i) Securities and portions thereof that the Trustee selects shall be in amounts of $2,000 or an aggregate principal amount not to exceed 35% integral multiple of $1,000 in excess thereof and (ii) no such partial redemption shall reduce the portion of the aggregate principal amount of a Security not redeemed to less than $2,000. If any Security is to be redeemed in part only, the Securities (which includes Additional Securities, if any) originally issued at a notice of redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest relating to such Security shall state the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds principal amount thereof to be redeemed. A new Security in principal amount equal to the amount required to redeem any Securities is contributed to unredeemed portion thereof will be issued in the equity capital name of the Company); providedHolder thereof upon cancellation of the original Security. On and after the Redemption Date, however, that interest will cease to accrue on Securities or portions thereof called for redemption as long as the Company has deposited with the Trustee or with a Paying Agent (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securitiesor, if anyapplicable, segregated and held in trust) remains outstanding immediately after money sufficient to pay the occurrence of each Redemption Price of, and accrued interest on, all the Securities which are to be redeemed on such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringdate.

Optional Redemption. Except as set forth below(a) At any time prior to April 1, 2009, the Company shall may redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a 107.75% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Public Equity Offering. (b) Except pursuant to the preceding paragraph and pursuant to paragraph (e) of this Section 3.07, the Notes will not be entitled to redeem redeemable at the Securities at its Company’s option prior to June 15April 1, 2006. 2009. (c) On and or after June 15April 1, 20062009, the Company shall be entitled at its option to may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in as percentages of principal amount amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date), if redeemed during the twelve-month period beginning on April 1, 2009 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: 2009 105.813 % 2010 103.875 % 2011 101.938% 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. (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) The Company may also choose to redeem the Notes at any time prior to April 1, 2009, in whole or in part, on not less than 30 nor more than 60 days notice, by paying a redemption price equal to the sum of: (1) 100% of the principal amount of the Notes to be redeemed, plus SF\552388.8 (2) the Applicable Premium, plus accrued interest thereon, if any to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

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

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 15, 20062011, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount amount, on the redemption date), ) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252011 105.375% 2007 103.750 2008 101.875 2009 2012 103.583% 2013 101.792% 2014 and thereafter 100.000% In addition, prior to June 15, 20042009, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) amount of 111 1/4110.75%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Prior to June 15, 2011, the Company shall be entitled at its option to redeem all, but not less than all, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). 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.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June December 15, 20062009, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 December 15th of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252009 104.18750% 2007 103.750 2008 101.875 2009 2010 102.79167% 2011 101.39583% 2012 and thereafter 100.000100.00000% In addition, prior to June December 15, 20042007, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Se- curities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4108.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that that, if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds net cash proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Prior to December 15, 2009, the Company shall be entitled at its option to redeem all or any portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and any accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below(a) On and after March 1, 2007, the Company shall not be entitled to may redeem the Securities Dollar Notes, at its option prior option, in whole at any time or in part from time to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticetime, at the following redemption prices (prices, expressed in as percentages of the principal amount on the redemption date)thereof, plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date)Redemption Date, if redeemed during the 12twelve-month period commencing on June 15 March 1 of the years any year set forth below: Redemption Period Price ------ Year Percentage ---- ---------- 2006 105.6252007............................................... 104.750% 2007 103.750 2008 101.875 2008............................................... 102.375% 2009 and thereafter thereafter................................ 100.000% % (b) In addition, on or prior to June 15March 1, 20042007, the Company shall be entitled may redeem the Dollar Notes, at its option option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Make-Whole Redemption Date, plus the applicable Make-Whole Premium (a "Make-Whole Redemption"). (c) Notwithstanding the foregoing, on or prior to March 1, 2006, the Company, on one or more occasions occasions, may, at its option, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the in aggregate principal amount of the Securities Dollar Notes (which includes including Additional Securities, if anyDollar Notes) originally issued under the Indenture at a redemption price (expressed as a percentage equal to 109.500% of their principal amount) of 111 1/4%, plus accrued and unpaid interest interest, if any, to the redemption dateRedemption Date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal Parent to the amount required to redeem any Securities is extent that the net cash proceeds thereof are contributed to the common equity capital of the Company or are used to subscribe from the Company shares of Qualified Capital Stock of the Company); provided, however, provided that (1) at least 65% of such in aggregate principal amount of -------- ------- Securities the Dollar Notes (which includes including Additional Securities, if anyDollar Notes) remains originally issued under the Indenture remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after of the date of the related Public closing of any such Equity Offering.

Optional Redemption. Except (a) At any time prior to November 1, 2012, the Company may redeem up to 35% of the aggregate principal amount of Securities issued under this Indenture (including any Additional Securities) at a Redemption Price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the Redemption Date, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date, with the Net Cash Proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Securities issued under the Indenture (including any Additional Securities) remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company or its Affiliates); and (2) the redemption must occur within 60 days of the date of the closing of such Public Equity Offering. On or after November 1, 2014, the Company may redeem all or a part of the Securities, 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 Company shall not be entitled applicable Redemption Date, subject to redeem the rights of Holders of the Securities at its option prior on the relevant record date to June 15receive interest due on the relevant Interest Payment Date, 2006. On if redeemed during the twelve-month period beginning on November 1 of the years indicated below: 2014 104.125 % 2015 102.750 % 2016 101.375 % 2017 and after June 15thereafter 100.000 % Not more than once during each twelve-month period ending on November 1 of 2010, 20062011, 2012, 2013 and 2014, the Company shall be entitled at its option may redeem up to redeem all or a portion $50 million in principal amount of the Securities in each such twelve-month period, upon not less than 30 nor more than 60 days' ’ notice, at a redemption price equal to 103% of the redemption prices (expressed in percentages of principal amount on of the redemption date)Securities redeemed, plus accrued interest and unpaid interest, if any, to the date of redemption (subject to the rights of Holders of the Securities on the relevant record date to receive interest on the relevant Interest Payment Date). In addition, at any time prior to November 1, 2014, the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment daterelevant Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 151, 20062007. On and or after June 151, 20062007, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and liquidated damages, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest and liquidated damages, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on June 1 of the years set forth below: REDEMPTION YEAR PRICE ------------------------------------- 2007 105.563% 2008 102.781% 2009 100.000% In addition, prior to June 1, 2006, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Company at a redemption price equal to 111.125% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and liquidated damages, if any, due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) remains outstanding, if any) originally issued at a and any such redemption price (expressed as a percentage shall be made within 120 days of principal amount) such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each holder of 111 1/4%, plus accrued Securities being redeemed and unpaid interest to the redemption date, otherwise in accordance with the net cash proceeds from one or more Public Equity Offerings (provided that if procedures set forth in the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth below, the Company shall Securities will not be entitled redeemable at the option of the Company prior to their Stated Maturity. The Company may at any time redeem the Securities at its option prior to June 15Securities, 2006. On and after June 15in whole or in part, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' ’ prior notice, at a redemption price equal to 100% of the redemption prices (expressed in percentages of principal amount on of the redemption date), Securities to be redeemed plus the Applicable Premium and accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% . In addition, at any time and from time to time prior to June March 15, 20042010, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes Additional calculated after giving effect to any issuance of additional Securities) with the net cash proceeds of one or more Equity Offerings (a) by the Company or (b) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4106.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal amount of -------- ------- the Securities (which includes Additional calculated after giving effect to any issuance of additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowAt any time on or after March 15, 2001, the Company shall not be entitled to redeem the Securities may, at its option prior to June 15option, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a any portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of the principal amount on of the Securities) set forth below, plus, in each case, accrued interest thereon to the applicable redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 beginning March 15, of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2001........................ 105.1250% 2007 103.750 2008 101.875 2009 2002........................ 103.4167% 2003........................ 101.7083% 2004 and thereafter 100.000100.0000% In addition, at any time on or prior to June March 15, 20041999, the Company shall be entitled at its option on one or more occasions up to redeem Securities (which includes Additional Securities, if any) $15,000,000 in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Securities may be redeemed, at the Securities (which includes Additional Securitiesoption of the Company, if any) originally issued upon not less than 30 or more than 60 days' notice, from the Net Proceeds of a Public Equity Offering, at a redemption price (expressed as a percentage equal to 110.25% of the principal amount) of 111 1/4%amount thereof, plus together with accrued and unpaid interest to the redemption datedate of redemption, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such $35,000,000 in aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding Outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each that such redemption occurs within 90 60 days following the closing of such Public Equity Offering. In the case of any redemption of Securities, interest installments due and payable on or prior to the date of redemption will be payable to Holders of such Securities of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the date of redemption. In the related Public Equity Offeringevent of redemption or purchase of this Series __ Security in part only, a new Series __ Security or Securities for the unredeemed or unpurchased portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. The Securities do not have the benefit of any sinking fund obligations.

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

Optional Redemption. (a) Except as set forth belowin Section 3.07(b) or (c), the Company shall Securities may not be entitled redeemed prior to redeem January 1, 2013. On that date and thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeIssuer, in whole or in part, at the redemption prices (expressed in as percentages of principal amount amount) set forth below plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders on the redemption relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on January 1of the years indicated below: Year Percentage 2013 106 % 2014 103 % 2015 and thereafter 100 % provided, however, that any such redemption shall be subject to Section 3.07(d). (b) In addition, at any time and from time to time, prior to January 1, 2013, subject to Section 3.07(d), the Issuer may redeem up to 40% of the sum of the original aggregate principal amount of Securities issued on all Issue Dates at a redemption price of 112% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is of an offering by Parent, -------- a portion of common stock of the Net Cash Proceeds thereof equal Issuer or an offering of common stock of any direct or indirect parent of the Issuer, the net cash proceeds of which are contributed as common equity capital to the amount required to redeem any Securities is contributed to the equity capital of the Company)Issuer; provided, however, provided that (1) at least 6560% of such the sum of the original aggregate principal amount of -------- ------- Initial Securities (which includes Additional Securities, if any) issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each such redemption occurs shall occur within 90 days after of the date of the related Public Equity Offeringclosing of such public offering. (c) At any time prior to January 1, 2013, subject to Section 3.07(d), the Securities may be redeemed in whole or in part at the option of the Issuer. The redemption price will be equal to (i) 100% of the principal amount of the Securities, plus (ii) accrued interest, if any, to the redemption date (subject to the rights of Holders on relevant record dates to receive interest due on the relevant interest payment date), plus (iii) the Applicable Premium, if any. (d) Any redemption pursuant to Section 3.07 (a), (b) or (c) shall be in a minimum aggregate principal amount of Securities of $5,000,000 (or, if less, the entire principal amount of Securities then outstanding).

Optional Redemption. Except as set forth below(a) Within one hundred and twenty (120) days of any Change of Control, the Company shall (or the successor entity following such Change of Control) may redeem for cash all (but not be entitled less than all) of the outstanding Securities, at a redemption price, if the redemption is (x) prior to redeem (but not including) February 15, 2024, the sum of (1) 106% of the principal amount of the Securities at its option prior to June be redeemed, plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or (y) on or after February 15, 2006. On and after June 2024, at the redemption price applicable to the Securities (expressed as a percentage of principal amount of the Securities to be redeemed) if redeemed during the twelve (12) month period beginning on February 15, 20062024 of the years indicated in clause (c) below. (b) On or before February 14, 2024, the Company may redeem all or a part of the Securities, at any time and from time to time, upon at least fifteen (15) days (but not more than sixty (60) days) prior written notice to Holders, at a redemption price equal to 106% of the principal amount of the Securities redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders to receive interest due on the relevant interest payment date. (c) On or after February 15, 2024, the Company shall be entitled at its their option to redeem all the Securities, in whole or a portion of the Securities upon not less than 30 nor more than 60 days' noticein part, at any time and from time to time, at the redemption prices applicable to the Securities (expressed in percentages as a percentage of principal amount on of the redemption date)Securities to be redeemed) set forth below, plus accrued and unpaid interest to thereon, if any, to, but excluding, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), ) if redeemed during the 12-month period commencing beginning on June February 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252024 106.000 % 2007 103.750 2008 101.875 2009 2025 104.000 % 2026 102.000 % 2027 and thereafter 100.000% In addition, prior 100.000 % (d) Any redemption pursuant to June 15, 2004, the Company this Section 3.08 shall be entitled at its option on one or more occasions made pursuant to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingSections 3.01 through 3.06 above.

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company shall Securities may not be entitled to redeem redeemed at the Securities at its Company's option prior to June November 15, 20062002. On and after June 15, 2006Thereafter, the Company shall Securities will be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeCompany, in whole or in part, at the redemption prices (expressed in as percentages of principal amount on amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on June November 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252002 105.000% 2007 103.750 2008 101.875 2009 2003 103.333% 2004 101.667% 2005 and thereafter 100.000% In addition, at any time and from time to time, prior to June November 15, 20042000, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the sum of (i) the original aggregate principal amount of the Securities (which includes other than Additional Securities, if any) originally issued and (ii) the original aggregate principal amount of any Additional Securities at a redemption price (expressed as a percentage of 110% of the principal amount) of 111 1/4%amount thereof, plus the accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one of a public offering of common stock of the Company or more Public Equity Offerings (Holding; provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the sum of (i) the original aggregate principal amount of -------- ------- Securities (which includes other than Additional Securities, if any) and (ii) the original aggregate principal amount of any Additional Securities remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than shall occur within 60 days of the date of the closing of such public offering. At any time on or prior to November 15, 2002, the Securities held, directly or indirectly, by may be redeemed as a whole but not in part at the option of the Company or its Affiliates); upon the occurrence of a Change of Control, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and (2) each accrued but unpaid interest and Liquidated Damages, 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. In no event may any such redemption occurs within occur more than 90 days after the date occurrence of the related Public Equity Offeringsuch Change of Control.

Optional Redemption. Except The Securities will be redeemable, at the Company's option, in whole at any time or in part from time to time, on and after November 15, 1999 at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the twelve-month period commencing on November 15 of the year set forth belowbelow (but not including the date of maturity), plus, in each case, accrued interest thereon to the date of redemption: Year Percentage ---- ---------- 1999.................................. 110% 2000.................................. 105% Notwithstanding the foregoing, at any time on or prior to November 15, 1999, the Company shall not be entitled may redeem up to redeem an aggregate of 35% of the original principal amount of Securities at its option a redemption price of 112.75% of the original principal amount thereof, plus accrued and unpaid interest thereon, to the redemption date with the net proceeds of any Public Equity Offering; provided that at least 65% -------- in aggregate of the original principal amount of Securities remain outstanding immediately after the occurrence of such redemption; and provided, further, that -------- ------- such redemption occurs within 90 days of the date of the closing of such Public Equity Offering. In addition, prior to June November 15, 2006. On and after June 15, 20061999, the Company shall Notes will be entitled redeemable at its option the Company's option, in whole or in part, at any time or from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days' noticeprior notice mailed by first-class mail to each Holder's registered address, at the a redemption prices price (expressed in percentages as a percentage of principal amount on the redemption date), plus accrued interest amount) equal to the sum of the principal amount of such Securities plus the applicable Make-Whole Premium thereon at the time of redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on to the related relevant interest payment date), if redeemed during . The following definitions are used to determine the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.applicable Make- Whole Premium:

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June November 15, 20062011, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.6252011 105.750% 2007 103.750 2008 101.875 2009 2012 102.875% 2013 and thereafter 100.000% In addition, prior to June November 15, 20042010, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amounton the redemption date) of 111 1/4111.50%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- amountof Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days (or, in the case of the proceeds from the exercise of Existing Warrants, 365 days) after the date of the related Public Qualified Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem September 15, 2004. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and liquidated damages, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-12- month period commencing on June 15 September 15, of the years set forth below: Year Redemption Period Price ------ ---------- ---------------------------------------------------------- 2004 106.500% 2005 104.333% 2006 105.625102.167% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June September 15, 20042002, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from Net Cash Proceeds of one or more Public Equity Offerings (provided that if i) by the Public Equity Offering is an offering Company or (ii) by Parent, -------- a portion of Parent or Holdings to the extent the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is are contributed to the equity capital Company or used to purchase Capital Stock (other than Disqualified Stock) of the CompanyCompany from the Company following which there is a Public Market, at a redemption price equal to 113% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages 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, however, that (1) after giving effect to any such redemption, at -------- ------- least 65% of such the original aggregate principal amount of -------- ------- the Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after the date of the related such Public Equity OfferingOffering upon not less than 30 nor more than 60 days notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth below(a) The Company, the Company shall not be entitled to at its option, may redeem the Securities Notes, in whole or in part, at its option prior any time and from time to June 15, 2006. On and time on or after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, 2008 at the redemption prices (expressed in as percentages of principal amount on the redemption dateamount), set forth below, plus accrued and unpaid interest thereon, if any, and Additional Interest, if any, to the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-twelve month period commencing beginning on June 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252008 105.563 % 2007 103.750 2008 101.875 2009 102.781 % 2010 and thereafter 100.000% 100.000 % (b) In addition, at any time and from time to time on or prior to June 15, 20042007, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities Notes (which includes calculated after giving effect to the original issuance of Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by ParentOfferings, -------- at a portion redemption price in cash equal to 111.125% of the Net Cash Proceeds thereof equal principal amount thereof, plus accrued and unpaid interest thereon, if any, and Additional Interest, if any, to the amount required to redeem any Securities is contributed date of redemption (subject to the equity capital right of Holders of record on the Companyrelevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal amount of -------- ------- Securities the Notes (which includes calculated after giving effect to the issuance of Additional SecuritiesNotes, if any) remains must remain outstanding immediately after the occurrence of giving effect to each such redemption (other than Securities held, directly or indirectly, excluding any Notes held by the Company or any of its AffiliatesSubsidiaries); and (2) each . Notice of any such redemption occurs must be given within 90 60 days after the date of the related Public closing of the relevant Equity Offering. (c) In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part; provided, further, however, that if a partial redemption is made with the net cash proceeds of a Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless such method is otherwise prohibited.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 15, 20062011, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625----- 2011 105.375% 2007 103.750 2008 101.875 2009 2012 103.583% 2013 101.792% 2014 and thereafter 100.000% In addition, prior to June 15, 20042009, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.75%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Prior to June 15, 2011, the Company shall be entitled at its option to redeem all, but not less than all, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). 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.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June December 15, 20062007. On and after June December 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June December 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June December 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.125%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds received by the Company from one or more Public Equity Offerings (provided that PROVIDED that, if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below(a) Prior to January 15, 2021, the Company shall not be entitled may, on one or more occasions, redeem up to redeem a maximum of 40% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Company, at its option prior a redemption price equal to June 107.50% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date); provided, Table of ContentsTable of Contents however, that after giving effect to any such redemption (1) at least 60% of the aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) remains outstanding; and (2) any such redemption by the Company must be made within 60 days of such Equity Offering. (b) Prior to January 15, 2006. On and after June 15, 20062021, the Company shall be entitled at its option to redeem all the Securities, in whole or in part, at a portion redemption price equal to 100% of the principal amount of the Securities upon plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption dateincluding), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June . (c) On or after January 15, 20042021, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional the Securities, if any) in an aggregate principal amount not whole or in part, at the redemption prices applicable to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount of the Securities to be redeemed) of 111 1/4%set forth below, plus accrued and unpaid interest to the redemption datethereon to, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parentbut not including, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of redemption (subject to the related Public Equity Offering.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 January 15 of the years indicated below: 2021 105.625% 2022 103.750% 2023 101.875% 2024 and thereafter 100.000%

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June April 15, 20062007. On and after June April 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June April 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June April 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by ParentOfferings; PROVIDED, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below(a) Prior to February 1, 2023, the Company shall not be entitled may, on one or more occasions, redeem up to redeem a maximum of 40% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Parent, at its option prior a redemption price equal to June 15108.00% of the principal amount thereof, 2006. On plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after June 15giving effect to any such redemption (1) at least 60% of the aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) remains outstanding; and (2) any such redemption by the Company must be made within 60 days of such Equity Offering. (b) Prior to February 1, 20062023, the Company shall be entitled at its option to redeem all the Securities, in whole or in part, at a portion redemption price equal to 100% of the principal amount of the Securities upon plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption dateincluding), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date). (c) On or after February 1, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 20042023, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional the Securities, if any) in an aggregate principal amount not whole or in part, at the redemption prices applicable to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount of the Securities to be redeemed) of 111 1/4%set forth below, plus accrued and unpaid interest to the redemption datethereon to, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parentbut not including, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of redemption (subject to the related Public Equity Offering.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 February 1 of the years indicated below: 2023 104.00% 2024 102.00% 2025 and thereafter 100.00%

Optional Redemption. Except as set forth below, (a) The Securities may be redeemed in whole or in part at the option of the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and any time on or after June 15, 20062012, if the Company shall be entitled at its option to redeem all or a portion Closing Sale Price of the Securities upon not less Company’s Common Stock has been greater 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 or equal to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35130% of the aggregate Conversion Price then in effect for at least 20 Trading Days during the 30 consecutive Trading Day period immediately prior to any date on which the Company provides notice of redemption. (b) The redemption price at which the Securities are redeemable (the “Redemption Price”) shall be payable in cash and shall be equal to 100% of the principal amount of the Securities (which includes Additional Securitiesbeing redeemed, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus together with accrued and unpaid interest to (including Additional Interest, if any), if any to, but excluding, the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Redemption Date; provided, however, that if Securities are redeemed after a Record Date and on or prior to the corresponding Interest Payment Date, the interest (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes including Additional SecuritiesInterest, if any) remains outstanding immediately after payable in respect of such Interest Payment Date shall be payable to the occurrence Holders of each such record at the Close of Business on the corresponding Record Date. (c) The Company may not redeem any Securities unless all accrued and unpaid interest (including Additional Interest, if any) thereon has been or is simultaneously paid for all semi-annual periods or portions thereof terminating prior to the Redemption Date. (d) Notwithstanding any other provision of this Indenture, the Company shall make at least six semi-annual payments of interest to the Holders (including interest payments on December 15, 2009 and June 15, 2012) in the full amount required hereunder before any redemption of the Securities pursuant to this Section 3.01. (other than e) Except as provided in this Section 3.01, the Securities held, directly or indirectly, shall not be redeemable by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingCompany.

Optional Redemption. Except as set forth belowNo sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to June 30, 2024. On or after June 30, 2024, provided that the Company has obtained stockholder approval pursuant to Nasdaq Marketplace Rule 5635(d) or the shareholder approval rules or listing standards of any other national or regional securities exchange that are applicable to the Company (the “Stockholder Approval Requirement”), the Company shall not be entitled to may redeem the Securities at its option prior to June 15Notes (an “Optional Redemption”) (x) in cash, 2006. On and after June 15(y) through the issuance of shares of Common Stock or (z) a combination thereof, 2006, the Company shall be entitled at its option to redeem all in whole or a portion of the Securities upon not less than 30 nor more than 60 days' noticein part, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date)Redemption Price, if redeemed during the 12-month period commencing on June 15 Last Reported Sale Price of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled Common Stock has been at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption in accordance with Section 16.02. For purposes hereof, the “Redemption Price” equals the then-current Capitalized Principal Amount of the Notes plus the aggregate principal amount of all interest payments on the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage Capitalized Principal Amount of principal amount) the Notes that the Holders of 111 1/4%, plus accrued and unpaid interest the Notes to be redeemed would have been entitled to receive had the Notes remained outstanding to the redemption dateMaturity Date (for the avoidance of doubt, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal including interest on capitalized interest which would have been added to the amount required to redeem any Securities is contributed Principal Amount during the period from the Redemption Date to the equity capital of the CompanyMaturity Date); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the next paragraph, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem October 15, 2001. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeredeemable, at the Company's option, in whole or in part, at any time or from time to time at the following redemption prices (expressed in percentages of principal amount on the redemption dateamount), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625Percentage ---------------------- ----------- 2001 105.188% 2007 103.750 2008 101.875 2009 Period Percentage ---------------------- ----------- 2002 102.594% 2003 and thereafter 100.000% In addition, at any time and from time to time prior to June October 15, 20041999, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Securities with the Securities (proceeds of one or more Equity Offerings following which includes Additional Securitiesthere is a Public Market, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 110.375% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) either at least 65% of such $18.0 million aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than or such redemption must retire the Securities heldin their entirety. Notwithstanding the preceding two paragraphs, directly or indirectly, by the Company or its Affiliates); will not be permitted to redeem the Existing Securities unless, substantially concurrently with such redemption, the Company redeems an aggregate principal amount of Securities (rounded to the nearest integral multiple of $1,000) equal to the product of: (1) a fraction, the numerator of which is the aggregate principal amount of Existing Securities to be so redeemed and the denominator of which is the aggregate principal amount of Existing Securities outstanding immediately prior to such proposed redemption and (2) each the aggregate principal amount of Securities outstanding immediately prior to such proposed redemption. Similarly, the Company will not be permitted to redeem the Securities unless, substantially concurrently with such redemption, the Company redeems an aggregate principal amount of Existing Securities (rounded to the nearest integral multiple of $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 occurs within 90 days after and (2) the date aggregate principal amount of the related Public Equity OfferingExisting Securities outstanding immediately prior to such proposed redemption.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June October 15, 20062007. On and after June October 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June October 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4112%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowdescribed in this Section 7, the Company shall Securities are not be entitled to redeem the Securities at its option prior to redeemable until June 15, 20062008. On and after June 15, 20062008, the Company shall be entitled at its option to may redeem all or or, from time to time, a portion part of the Securities upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices following Redemption Prices (expressed in percentages as a percentage of principal amount amount) plus accrued and unpaid interest on the redemption date)Securities, plus accrued interest if any, to the redemption date applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment daterelevant Interest Payment Date), if redeemed during the 12twelve-month period commencing beginning on June 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252008 103.75 % 2007 103.750 2008 2009 101.875 2009 % 2010 and thereafter 100.000100.00 % In addition, prior Prior to June 15, 20042007, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from Net Cash Proceeds of one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- at a portion redemption price of 107.5% of the Net Cash Proceeds thereof equal principal amount thereof, plus accrued and unpaid interest, if any, to the amount required to redeem any Securities is contributed Redemption Date (subject to the equity capital right of Holders of record on the Companyrelevant record date to receive interest due on the relevant interest payment date); provided, however, that provided that (1) at least 65% of such aggregate the original principal amount of -------- ------- the Securities remains outstanding after each such redemption; and (which includes Additional Securities2) the redemption occurs within 60 days after the closing of such Public 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 Securities is registered at the close of business, on such record date, and no additional interest will be payable to holders whose Securities will be subject to redemption by the Company. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not so listed, then on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate (and in such manner as complies with applicable legal requirements) remains outstanding immediately provided that (i) Securities and portions thereof that the Trustee selects shall be in amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the occurrence of each such Redemption Date, interest will cease to accrue on Securities or portions thereof called for redemption (other than Securities held, directly or indirectly, by as long as the Company has deposited with the Trustee or its Affiliates); with a Paying Agent (or, if applicable, segregated and (2held in trust) each money sufficient to pay the Redemption Price of, and accrued interest on, all the Securities which are to be redeemed on such redemption occurs within 90 days after the date of the related Public Equity Offeringdate.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 20062007. On and after June 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Period Redemption Period ------ Price ------ ---------- 2006 105.6252007 104.188% 2007 103.750 2008 101.875 102.792% 2009 101.396% 2010 and thereafter 100.000% In addition, prior to June 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to the redemption date at a redemption price (expressed as a percentage of principal amount) of 111 1/4108.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering. Prior to June 15, 2007, the Company may at its option redeem all (but not less than all) the Securities (which includes the Additional Securities, if any) at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date, plus (3) the Applicable Premium at the redemption date.

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem March 1, 2004. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' noticeprior notice mailed by first class mail to each Holder's registered address, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and liquidated damages (if any) to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest dueon the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Redemption Year Price --------------------------------------------------------- 2004 105.625% 2005 103.750% 2006 101.875% 2007 and thereafter 100.000% In addition, at any time and from time to time, prior to March 1, 2002, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities)] with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by Volume Holdings to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 111.25% plus accrued and unpaid interest and liquidated damages, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that such redemption occurs shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. In addition, at any time on or prior to March 1, 2004, the Notes may be redeemed as a whole but not in part at the option of the related Public Equity OfferingCompany upon the occurrence of a Change of Control, upon not less than 30 or more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest and liquidated damages, if any, to, the redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date.

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

Optional Redemption. Except as set forth below(a) Prior to June 1, 2018, the Company shall may, on one or more occasions, redeem up to a maximum of 35% of the original aggregate principal amount of the 2021 Securities (calculated giving effect to any issuance of Additional 2021 Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Company, at a redemption price equal to 108.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption (1) at least 65% of the aggregate principal amount of the 2021 Securities (calculated giving effect to any issuance of Additional 2021 Securities) remains outstanding; and (2) any such redemption by the Company must be entitled to redeem the Securities at its option prior made within 60 days of such Equity Offering. (b) Prior to June 151, 2006. On and after June 15, 20062018, the Company shall be entitled at its option to redeem all the 2021 Securities, in whole or in part, at a portion redemption price equal to 100% of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on of the redemption date2021 Securities plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date). (c) On or after June 1, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 20042018, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional the 2021 Securities, if any) in an aggregate principal amount not whole or in part, at the redemption prices applicable to exceed 35% of the aggregate principal amount of the 2021 Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount of the 2021 Securities to be redeemed) of 111 1/4%set forth below, plus accrued and unpaid interest to the redemption datethereon to, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parentbut not including, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of redemption (subject to the related Public Equity Offering.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 June 1 of the years indicated below: 2018 104.000% 2019 102.000% 2020 and thereafter 100.000%

Optional Redemption. Except as set forth below(a) Prior to February 1, 2021, the Company shall not be entitled may, on one or more occasions, redeem up to redeem a maximum of 40% of the Securities (calculated giving effect to any issuance of Additional Securities) in an amount not to exceed the Net Cash Proceeds of one or more Equity Offerings by Noble-UK (or in the event of a Redomestication, any Surviving Person) that are contributed to the Parent Guarantor (or any successor Person resulting from any transaction permitted by Article 5) or that are used to purchase Capital Stock (other than Disqualified Stock) of the Parent Guarantor (or such successor Person), at its option prior a redemption price equal to June 15107.875% of the aggregate principal amount thereof, 2006. On plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) after June 15giving effect to any such redemption at least 60% of the aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) remains Outstanding; and (2) any such redemption by the Company must be made within 90 days of such Equity Offering. (b) Prior to February 1, 20062021, the Company shall be entitled at its option to redeem all the Securities, in whole or in part, at a portion redemption price equal to 100% of the principal amount of the Securities upon not less than 30 nor more than 60 days' noticeplus the Applicable Premium as of, at the redemption prices (expressed in percentages of principal amount on the redemption date)and accrued and unpaid interest, plus accrued interest to 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 related relevant interest payment date). (c) On or after February 1, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 20042021, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional the Securities, if any) in an aggregate principal amount not whole or in part, at the redemption prices applicable to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount of the Securities to be redeemed) of 111 1/4%set forth below, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securitiesthereon, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectlyto, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after but excluding, the date of redemption (subject to the related Public Equity Offeringright 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 February 1 of the years indicated below: 2021 105.906 % 2022 103.938 % 2023 101.969 % 2024 and thereafter 100.000 % (d) Any redemption pursuant to this Section 3.08 shall be made pursuant to Sections 3.01 through 3.06.

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

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company shall Securities may not be entitled to redeem redeemed at the Securities at its Company's option prior to June 15August 1, 20062003. On and after June 15, 2006Thereafter, the Company shall Securities will be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, notice at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages 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), if redeemed during the twelve-month period beginning on August 1 of the years indicated below: Redemption Year Price ---- ----- 105.500% 2003 103.667% 2004 101.883% 2005 100.000% 2006 and thereafter In addition, at any time and from time to time, prior to August 1, 2001, the Company may redeem up to 35% of the sum of (i) the aggregate principal amount on at maturity of Securities and (ii) the aggregate principal amount at maturity of any Additional Securities at a redemption price of 111% of the Accreted Value thereof (determined at the redemption date)) plus Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds received by the Company of a public offering of common stock of the Company, provided that at least 65% of the sum of (i) the aggregate principal amount at -------- maturity of Securities and (ii) the aggregate principal amount at maturity of any Additional Securities remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur -------- ------- within 60 days of the date of the closing of such public offering. At any time on or prior to August 1, 2003, the Securities may be redeemed as a whole but not in part at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 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 Accreted Value thereof (determined at the redemption date) plus accrued interest the Applicable Premium and Liquidated Damages thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. (a) Except as set forth belowin clauses (b) and (c) of this Section 3.07, the Company Issuers shall not be entitled have the option to redeem the Securities at its option Notes prior to June November 15, 20062015. On and after June November 15, 20062015, the Company shall be entitled Issuers may on one or more occasions redeem the Notes, in whole or in part at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeany time, at the redemption prices (expressed in as percentages of principal amount amount) set forth below, plus accrued and unpaid interest and Additional 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 an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on November 15 of the years indicated below: 2015 103.313 % 2016 101.656 % 2017 and thereafter 100.000 % (b) At any time prior to November 15, 2014, the Issuers may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 106.625% 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 related an interest payment date), if redeemed during the 12-month period commencing date that is on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, or prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date), with the net cash proceeds from of one or more Public Equity Offerings by the Company (provided that if or the Public Equity Offering is an offering by ParentCompany’s direct parent company, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is extent such net cash proceeds are contributed to the equity capital of the Company); provided, however, that provided that: (1) at least 65% of such the aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) Notes issued under this Indenture on the Initial Issuance Date remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, excluding Notes held by the Company or and its AffiliatesSubsidiaries); and ; (2) each such the redemption occurs within 90 120 days after of the date of the related Public closing of such Equity Offering; and (3) such redemption shall not be applicable to or part of any transaction that results in, relates to, or is made in connection with, or is made in contemplation of, a Change in Control. (c) Prior to November 15, 2015, the Issuers may on one or more occasions redeem all or part of the Notes at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, plus accrued and unpaid interest, and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Issuers prior to June 15, 20062004. On and after June 15, 2006Thereafter, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and liquidated damages (if any) to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- REDEMPTION YEAR PRICE -------------------------------------------------------- 2004 106.313% 2005 104.208% 2006 105.625102.104% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 20042002, the Company shall be entitled at its option may, on one or more occasions occasions, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities with the Net Cash Proceeds of one or more Equity Offerings (which includes Additional Securitiesi) by the Company or (ii) by DonJoy to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Equity Interests (other than Disqualified Equity Interests) of the Company from the Company, if any) originally issued at a redemption price (expressed as a percentage equal to 112.625% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and liquidated damages thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of -------- ------- the Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 151, 20062007. On and or after June 151, 20062007, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and liquidated damages, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625REDEMPTION YEAR PRICE --------------------------------------- 2007 105.563% 2007 103.750 2008 101.875 102.781% 2009 and thereafter 100.000% In addition, prior to June 151, 20042006, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company at a redemption price (expressed as a percentage equal to 111.125% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and liquidated damages thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of -------- ------- the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding, and any such redemption (other shall be made within 120 days of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities held, directly or indirectly, by being redeemed and otherwise in accordance with the Company or its Affiliates); and (2) each such redemption occurs within 90 days after procedures set forth in the date of the related Public Equity OfferingIndenture.

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

Optional Redemption. (a) Except as set forth belowin subparagraphs (b) and (c) of this Section 3.07, the Company shall Notes will not be entitled to redeem redeemable at the Securities at its Company's option prior to June November 15, 20062008. On and after June 15, 2006Thereafter, the Company shall Notes will be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of principal amount on amount) set forth below plus accrued and unpaid interest and Registration Default Damages thereon, if any, to the applicable redemption date), if redeemed during the twelve-month period beginning on November 15 of the years indicated below: Year Percentage ----- ---------- 2008................................. 103.313% 2009................................. 102.208% 2010................................. 101.104% 2011 and thereafter.................. 100.000% (b) 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 price of 106.625% of the principal amount thereof, plus accrued and unpaid interest and Registration Default Damages, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (; provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that that: (1) there is a Public Market at the time of such redemption; (2) at least 65% of such aggregate the original principal amount of -------- ------- Securities the Notes (which includes calculated after giving effect to any issuance of Additional SecuritiesNotes) 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) remains outstanding immediately after At any time prior to November 15, 2008, the occurrence of each such redemption (other than Securities held, directly Notes may be redeemed or indirectlypurchased, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date on behalf of the related Public Equity OfferingCompany, 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. Except as set forth The Securities will be redeemable, at the option of the Company, on or after March 1, 2009. During the 12-month period beginning on March 1 of the years indicated below, the Company shall not Securities will be entitled to redeem redeemable, at the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Company, in whole or in part, on at least 30 but not less than 30 nor more than 60 days' noticenotice to each Holder of Securities to be redeemed, at the redemption prices (expressed in as percentages of the principal amount on amount) set forth below, plus any accrued and unpaid interest and Additional Interest, if any, to the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625-------------- -------------- 2009 104.938% 2007 103.750 2008 101.875 2009 2010 103.292% 2011 101.646% 2012 and thereafter 100.000% In addition, prior to June 15at any time on or before March 1, 20042007, the Company shall be entitled at its option on one or more occasions may (but will not have the obligation to) redeem for cash up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes including the original aggregate principal amount of any Additional Securities, if anySecurities issued under the Indenture) originally issued at a redemption price (expressed as a percentage of 109.875% of the principal amount) of 111 1/4%amount thereof, in each case plus any accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public of an Equity Offerings (Offering; provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the original principal amount of the Securities (including the original aggregate principal amount of -------- ------- any Additional Securities (which includes Additional Securities, if anyissued under the Indenture) remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs will occur within 90 60 days after of the date of the related Public closing of such Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June April 15, 20062024. On and after June April 15, 20062024, the Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 10 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest to 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 related relevant interest payment date), if redeemed during the 12-month period commencing on June April 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252024 102.563 % 2007 103.750 2008 101.875 2009 2025 101.281 % 2026 and thereafter 100.000100.000 % In addition, any time prior to June April 15, 20042024, the Company shall be entitled at its option on one or more occasions to redeem the Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4105.125%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)one or more Qualified Equity Offerings; provided, however, that (1a) at least 6555% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2b) each such redemption occurs within 90 180 days after the date of the related Public Qualified Equity Offering. Prior to April 15, 2024, the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest 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). Notice of such redemption must be mailed by first class mail to each Holder’s registered address, not less than 10 nor more than 60 days prior to the redemption date. The Company may, at its option and at any time, redeem the Securities at 101% of the principal amount thereof, plus accrued and unpaid interest thereon, 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), following the consummation of a Change of Control if at least 90% of the Securities outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control. Any redemption or notice of redemption may, at the Company’s option and discretion, be subject to one or more conditions precedent, including the consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) or that 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 (or waived by the Company in its sole discretion) by the redemption date as stated in such notice, or by the redemption date as so delayed. The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

Optional Redemption. Except The Securities will be redeemable, at the Company's option, in whole at any time or in part from time to time, on and after November 15, 1999 at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the twelve-month period commencing on November 15 of the year set forth belowbelow (but not including the date of maturity), plus, in each case, accrued interest thereon to the date of redemption: Year Percentage ---- ---------- 1999........................... 110% 2001........................... 105% Notwithstanding the foregoing, at any time on or prior to November 15, 1999, the Company shall not be entitled may redeem up to redeem an aggregate of 35% of the original principal amount of Securities at a redemption price of 112.75% of the principal amount thereof, plus accrued and unpaid interest thereon, to the redemption date with the net proceeds of any Public Equity Offering; provided that at least 65% in -------- aggregate of the original principal amount of Securities remain outstanding immediately after the occurrence of such redemption; and provided, further, that -------- ------- such redemption occurs within 90 days of the date of the closing of such Public Equity Offering. In addition, prior to November 15, 1999, the Securities will be redeemable at its option prior the Company's option, in whole or in part, at any time or from time to June 15time, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeprior notice mailed by first-class mail to each Holder's registered address, at the a redemption prices price (expressed in percentages as a percentage of principal amount on the redemption date), plus accrued interest amount) equal to the sum of the principal amount of such Securities plus the applicable Make-Whole Premium thereon at the time of redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on to the related relevant interest payment date), if redeemed during . The following definitions are used to determine the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.applicable Make- Whole Premium:

Optional Redemption. Except as set forth belowAt any time prior to August 1, 2000, the Company shall may, at its option, on not be entitled less than 15 days (or 30 days if legally required by The Depository Trust Company) nor more than 60 days notice to redeem each Holder of the Securities at its option prior to June 15be redeemed, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a any portion of the Securities upon at the Make-Whole Price (as defined in the Indenture) plus accrued and unpaid interest to (but not including) the date of redemption. In addition, at any time prior to August 1, 2000, the Securities may be redeemed at the option of the Company, in part, on not less than 15 days (or 30 days if legally required by The Depository Trust Company) nor more than 60 days' noticedays notice to each Holder of the Securities to be redeemed, with the net proceeds of a Public Equity Offering (as defined in the Indenture), at 110% of the redemption prices (expressed in percentages of principal amount on the redemption date)thereof, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securitiesunpaid interest, if any, to (but not including) in an aggregate principal amount not to exceed 35the date of redemption; provided, however, that at least 65% of the aggregate principal amount of the Securities outstanding on the Issue Date (which includes Additional Securitiesas defined in the Indenture) shall remain outstanding after any such redemption pursuant to this sentence. On and after August 1, 2000, the Securities may be redeemed at the option of the Company, in whole or in part, on not less than 15 days (or 30 days if anylegally required by The Depository Trust Company) originally issued nor more than 60 days notice to each Holder of the Securities to be redeemed, at a the following redemption price prices (expressed as a percentage of principal amount) of 111 1/4%), plus accrued and unpaid interest, if any, to (but not including) the date of redemption: If redeemed during the 12-month period commencing August 1 of the following years: Year Price --------------------------------------------------------------------- 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . 106.00% 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.00% 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00% A-6 140 6. Notice of Redemption Notice of redemption will be mailed at least 15 days (or 30 days if legally required by The Depository Trust Company) but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his or her registered address. Securities in denominations larger than $1,000 may be redeemed in part, but only in multiples of $1,000. If money sufficient to pay the redemption price, including accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after the redemption date interest shall cease to accrue on Securities or portions of them called for redemption (whether or not the Securities have been timely surrendered) and the only remaining right of the Holders thereof shall be to receive payment of the redemption price thereof, including accrued and unpaid interest, if any, to (but not including) the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parentapplicable, -------- a portion of the Net Cash Proceeds thereof equal upon surrender to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% Paying Agent of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowAt any time on or after October 1, 2017, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to Issuer may redeem all or a portion part of the Securities upon not less than 30 nor more than 60 days' noticeNotes, at the redemption prices (expressed in as percentages of principal amount on amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date), plus accrued interest to the redemption date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing beginning on June 15 October 1 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252017 104.875% 2007 103.750 2008 101.875 2009 2018 103.250% 2019 101.625% 2020 and thereafter 100.000% In addition, At any time prior to June 15October 1, 20042017, the Company shall be entitled at its option on one or more occasions Issuer may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes issued (which includes including any Additional Securities, if anyNotes) originally issued at a redemption price (expressed as a percentage equal to 106.50% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, with using the net cash proceeds from one of certain equity offerings. Distribution: 144A/Regulation S with contingent Registration Rights Ratings: B3 / B- (▇▇▇▇▇’▇/S&P)1 Joint-Lead and Bookrunning Managers: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇▇ Fargo Securities, LLC Co-Manager: Mizuho Securities USA Inc. Trade Date: June 3, 2015 Settlement Date: June 8, 2015 (T+3) CUSIP: 144A: 20903X AD5 Regulation S: U2089P AC5 ISIN: 144A: US20903XAD57 Regulation S: USU2089PAC50 This communication is for informational purposes only and does not constitute an offer to sell, or more Public Equity Offerings (provided that if the Public Equity Offering is a solicitation of an offering by Parentoffer to buy any security. No offer to buy securities described herein can be accepted, -------- a portion and no part of the Net Cash Proceeds purchase price thereof equal can be received, unless the person making such investment decision has received and reviewed the information contained or incorporated by reference in the relevant prospectus or offering memorandum in making their investment decisions. This communication is not intended to the amount be a confirmation as required to redeem any Securities is contributed to the equity capital under Rule 10b-10 of the Company); providedSecurities Exchange Act of 1934. A formal confirmation will be delivered to you separately. This notice shall not constitute an offer to sell or a solicitation of an offer to buy, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date nor shall there be any sale of the related Public Equity Offering.Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will be offered and sold to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons in offshore transactions in reliance on Regulation S under the Act. The Notes have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirement. _______________________

Optional Redemption. Except At any time prior to November 1, 2012, the Company may redeem up to 35% of the aggregate principal amount of the Securities issued under the Indenture (including any Additional Notes) at a redemption price of % of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, subject to the rights of Holders of the Securities on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Securities issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company or its Affiliates); and (2) the redemption must occur within 60 days of the date of the closing of such Public Equity Offering. On or after November 1, 2014, the Company may redeem all or a part of the Securities, 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 Company shall not be entitled applicable redemption date, subject to redeem the rights of Holders of Securities at its option prior on the relevant record date to June 15receive interest due on the relevant interest payment date, 2006. On if redeemed during the twelve-month period beginning on November 1 of the years indicated below: 2014 % 2015 % 2016 % 2017 and after June 15thereafter 100.000 % Not more than once during each twelve-month period ending on November 1 of 2010, 20062011, 2012, 2013 and 2014, the Company shall be entitled at its option may redeem up to redeem all or a portion $100 million in principal amount of the Securities in each such twelve-month period, upon not less than 30 nor more than 60 days' ’ notice, at a redemption price equal to 103% of the redemption prices (expressed in percentages of principal amount on of the redemption date)Securities redeemed, plus accrued interest and unpaid interest, if any, to the date of redemption (subject to the rights of Holders of the Securities on the relevant record date to receive interest on the relevant Interest Payment Date). In addition, at any time prior to November 1, 2014, the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment daterelevant Interest Payment Date). In the case of any partial redemption, if redeemed during the 12-month period commencing on June 15 selection of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, Securities for redemption will be made by the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional SecuritiesTrustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not so listed, then on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate (and in such manner as complies with applicable legal requirements) provided that (i) Securities and portions thereof that the Trustee selects shall be in amounts of $2,000 or an aggregate principal amount not to exceed 35% integral multiple of $1,000 in excess thereof and (ii) no such partial redemption shall reduce the portion of the aggregate principal amount of a Security not redeemed to less than $2,000. If any Security is to be redeemed in part only, the Securities (which includes Additional Securities, if any) originally issued at a notice of redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest relating to such Security shall state the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds principal amount thereof to be redeemed. A new Security in principal amount equal to the amount required to redeem any Securities is contributed to unredeemed portion thereof will be issued in the equity capital name of the Company); providedHolder thereof upon cancellation of the original Security. On and after the Redemption Date, however, that interest will cease to accrue on Securities or portions thereof called for redemption as long as the Company has deposited with the Trustee or with a Paying Agent (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securitiesor, if anyapplicable, segregated and held in trust) remains outstanding immediately after money sufficient to pay the occurrence of each Redemption Price of, and accrued interest on, all the Securities which are to be redeemed on such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringdate.

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

Optional Redemption. (a) Except as set forth belowin Section 3.7(b) hereof, the Company Securities shall not be entitled to redeem the Securities at its option redeemable prior to June November 15, 20062010. On and after June November 15, 20062010, the Company shall be entitled may at its option to any time redeem all or or, from time to time, a portion part of the Securities Securities, upon not less than 30 nor more than 60 days' notice, ’ notice at the following redemption prices (expressed in percentages as a percentage of principal amount amount) plus accrued and unpaid interest on the redemption date)Notes, plus accrued interest if any, and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing beginning on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252010 105.313 % 2007 103.750 2008 101.875 2009 2011 103.542 % 2012 101.771 % 2013 and thereafter 100.000% In addition100.000 % (b) Notwithstanding Section 3.7(a) hereof, prior to June November 15, 20042010, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes including the Additional Securities, if any) originally issued with the Net Cash Proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of 110.625% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest interest, if any, and Additional Interest, if any, thereon, to, but not including, the redemption date (subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that that: (1) at least 65% of such the aggregate principal amount of -------- ------- the Securities (which includes including the Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and and (2) each such the redemption occurs within 90 days after the date closing of the related Public such Equity Offering. (c) Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Section 3.1 through Section 3.6 hereof.

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

Optional Redemption. Except as set forth belowin this Section 3.07, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 2006. 2024. (a) On and or after June November 15, 20062024, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeshall be redeemable at the option of the Company, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest to to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252024 102.563 % 2007 103.750 2008 101.875 2009 2025 101.281 % 2026 and thereafter 100.000% In addition, 100.000 % (b) At any time prior to June November 15, 20042024, the Company shall be entitled may at its option on one or more occasions to redeem Securities (which includes including any Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities (which includes calculated after giving effect to the issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4equal to 105.125%, plus accrued and unpaid interest thereon to, but not including, the redemption date (subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds Net Cash Proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 6550% of such aggregate principal amount of -------- ------- the Securities (which includes calculated after giving effect to the issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (unless all Securities are otherwise redeemed substantially concurrently, other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 one hundred twenty (120) days after the date of the related Public Qualified Equity Offering. (c) Prior to November 15, 2024, the Company may at its option redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities, plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem September 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on September 15 of the years set forth below: Year Redemption Price 2008 102.000% 2009 101.000% 2010 and thereafter 100.000% Notwithstanding the foregoing, at any time and from time to time on or prior to September 15, 2008, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of 100% plus a premium (expressed as a percentage of principal amount thereof) equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior to June 15, 2004, the Company shall be entitled that at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued must remain outstanding after each such redemption; and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverfurther, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated A-2- NY1:1657728.6 upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June February 15, 20062007. On and after June February 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625------------------------------------------------------- 2007 105.125% 2007 103.750 2008 101.875 103.417% 2009 101.708% 2010 and thereafter 100.000% In addition, prior to June February 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.25%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by ParentOfferings; PROVIDED, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowThe Securities will be redeemable, the Company shall not be entitled to redeem the Securities in whole or ------------------- in part, at its option prior to June any time on or after May 15, 2006. On and after June 15, 2006, 2001 at the Company shall be entitled at its option to redeem all or a portion of the Securities Company, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years at maturity) set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with if redeemed during the 12- month period beginning May 15 of the years indicated below: Redemption Year Price --------------- ----- 2001.................. 107.00% A-1(3) 2002.................. 104.67% 2003.................. 102.33% 2004 and thereafter... 100.00% Notwithstanding the foregoing, on or prior to May 15, 1999, the Company may, at its option, use the net cash proceeds from of (i) a Public Equity Offering or (ii) a sale or series of related sales by the Company (or any person of which the Company is a direct Subsidiary) of its Capital Stock (other than Disqualified Capital Stock) to one or more Public Strategic Equity Offerings Investors to redeem up to an aggregate of 33% of the originally issued principal amount at maturity of Securities from the holders of Securities, on a pro rata basis (or as nearly pro rata as practicable), at a redemption price equal to 113% of the Accreted Value thereof; provided that if not less than 67% of the originally issued principal -------- amount at maturity of Securities are outstanding immediately thereafter; provided, further, that in the case of a Public Equity Offering by, or an -------- ------- investment by a Strategic Equity Investor in, a person of which the Company is an offering by Parenta direct Subsidiary, -------- a portion of the Net Cash Proceeds thereof equal such person contributes to the amount required to redeem any Securities is contributed to the equity capital of the Company); providedIssuer net cash proceeds in an amount sufficient to redeem Securities called for redemption in accordance with the terms thereof. In order to effect the foregoing redemption with the net proceeds of a Public Equity Offering or an investment by a Strategic Equity Investor, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such shall send the redemption occurs within 90 notice not later than 60 days after the date of the related Public Equity Offeringconsummation thereof.

Optional Redemption. Except as set forth below, the Company shall Securities will not be entitled redeemed by the Company prior to redeem May 15, 2003. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, of the Company shall be entitled in whole at its option any time or in part from time to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, time at the following redemption prices (expressed in percentages of the principal amount on thereof) set forth below, plus, without duplication, accrued and unpaid interest (if any) thereon to the redemption date), plus if redeemed during the 12-month period beginning on May 15 of each of the years set forth below, at the following redemption prices, plus, without duplication, in each case, accrued and unpaid interest thereon to the date of redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- ): Year Percentage ---- ----------- 2003 105.750% 2004 103.833% 2005 101.917% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionNotwithstanding the foregoing, prior to June until May 15, 20042001, the Company shall be entitled may, at its option on one or more occasions option, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3525% of the aggregate of (i) the liquidation preference of the Exchangeable Preferred Stock issued less the liquidation preference of Exchangeable Preferred Stock exchanged for Exchange Debentures and (ii) the principal amount of Exchange Debentures issued, at 111.50% of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of then effective principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that or Strategic Investments or a Required Disposition if the Public Equity Offering is an offering by Parent, -------- a portion at least $75,000,000 in principal amount of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)remains outstanding after each such redemption; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after of the date of the related closing of each such Public Equity Offering, Strategic Investment or Required Disposition.

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company shall Securities may not be entitled to redeem redeemed at the Securities at its Company's option prior to June November 15, 20062002. On and after June 15, 2006Thereafter, the Company shall Securities will be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeCompany, in whole or in part, at the redemption prices (expressed in as percentages of principal amount on amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on June November 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252002 105.000% 2007 103.750 2008 101.875 2009 2003 103.333% 2004 101.667% 2005 and thereafter 100.000% In addition, at any time and from time to time, prior to June November 15, 20042000, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the sum of (i) the original aggregate principal amount of the Securities (which includes other than Additional Securities, if any) originally issued and (ii) the original aggregate principal amount of any Additional Securities at a redemption price (expressed as a percentage of 110% of the principal amount) of 111 1/4%amount thereof, plus the accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one of a public offering of common stock of the Company or more Public Equity Offerings (Holding; provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the sum of (i) the original aggregate principal amount of -------- ------- Securities (which includes other than Additional Securities, if any) and (ii) the original aggregate principal amount of any Additional Securities remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than shall occur within 60 days of the date of the closing of such public offering. At any time on or prior to November 15, 2002, the Securities held, directly or indirectly, by may be redeemed as a whole but not in part at the option of the Company or its Affiliates); upon the occurrence of a Change of Control, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and (2) each accrued but unpaid interest and Liquidated Damages, if any, to, the redemption date, subject to the right ofHolders on the relevant record date to receive interest due on the relevant interest payment date. In no event may any such redemption occurs within occur more than 90 days after the date occurrence of the related Public Equity Offeringsuch Change of Control.

Optional Redemption. Except as set forth below(a) At any time prior to October 15, 2025, the Company shall not be entitled to may redeem the Securities Notes at its option prior option, in whole or in part, at a redemption price equal to June 15100% of the aggregate principal amount of Notes redeemed plus the Applicable Premium as of, 2006. On and after June 15accrued and unpaid interest, 2006if any, to, but excluding, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeRedemption Date, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right rights of Holders of record on the relevant record date Regular Record Date to receive interest due on the related relevant Interest Payment Date. (b) On or after October 15, 2025, the Company may redeem the Notes at its option, in whole or in part, at the following redemption prices (expressed, as percentages of the principal amount thereof), plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant Regular Record Date to receive interest payment date)due on the relevant Interest Payment Date, if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252025 102.063 % 2007 103.750 2008 101.875 2009 2026 101.375 % 2027 100.688 % 2028 and thereafter 100.000% In addition100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.03, at any time prior to June October 15, 20042023, the Company shall be entitled may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed expressed, as a percentage of principal amount) of 111 1/4104.125%, plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption dateRedemption Date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that that (1) at least 6560% of such the aggregate principal amount of -------- ------- Securities the Notes (which includes Additional SecuritiesNotes, if any) originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities excluding Notes held, directly or indirectly, by the Company or any of its Affiliates); and and (2) each such redemption occurs within 90 days after of the date of the closing of the related Public Equity Offering. (d) Any prepayment pursuant to this Section 3.03 shall be made pursuant to the provisions of Sections 3.01 through 3.02 hereof and applicable sections of Article XI of the Base Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem September 15, 2004. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and liquidated damages, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June September 15 of the years set forth below: Year Redemption Period Price ------ ---------- -------------------------------------------------------- 2004 106.500% 2005 104.333% 2006 105.625102.167% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June September 15, 20042002, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from Net Cash Proceeds of one or more Public Equity Offerings (provided that if i) by the Public Equity Offering is an offering Company or (ii) by Parent, -------- a portion of Parent or Holdings to the extent the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is are contributed to the equity capital Company or used to purchase Capital Stock (other than Disqualified Stock) of the CompanyCompany from the Company following which there is a Public Market, at a redemption price equal to 113% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages 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, however, that (1) after giving effect to any such redemption, at -------- ------- least 65% of such the original aggregate principal amount of -------- ------- the Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after the date of the related such Public Equity OfferingOffering upon not less than 30 nor more than 60 days notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June October 15, 20062007. On and after June October 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount amount, on the redemption date), ) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June October 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4112%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

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

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 15February 1, 20062012, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 February 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252012 103.813 % 2007 103.750 2008 101.875 2009 2013 102.542 % 2014 101.271 % 2015 and thereafter 100.000100.000 % In addition, prior to June 15February 1, 20042010, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4107.625%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Prior to February 1, 2012, the Company shall be entitled at its option to redeem some or all of the Securities at a redemption price equal to 100.00% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). 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.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15May 1, 20062008. On and after June 15May 1, 20062008, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-12- month period commencing on June 15 May 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252008 104.063% 2007 103.750 2008 101.875 2009 102.708% 2010 101.354% 2011 and thereafter 100.000% In addition, prior to June 15May 1, 20042006, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) any originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4108.125%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that however that: (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowNo sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to June 30, 2024. On or after June 30, 2024, provided that the Company has obtained stockholder approval pursuant to Nasdaq Marketplace Rule 5635(d) or the shareholder approval rules or listing standards of any other national or regional securities exchange that are applicable to the Company (the “Stockholder Approval Requirement”), the Company shall not be entitled to may redeem the Securities at its option prior to June 15Notes (an “Optional Redemption”) (x) in cash, 2006. On and after June 15(y) through the issuance of shares of Common Stock or (z) a combination thereof, 2006, the Company shall be entitled at its option to redeem all in whole or a portion of the Securities upon not less than 30 nor more than 60 days' noticein part, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date)Redemption Price, if redeemed during the 12-month period commencing on June 15 Last Reported Sale Price of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled Common Stock has been at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 16.02. For purposes hereof, the “Redemption Price” equals the then-current Capitalized Principal Amount of the Notes plus the aggregate principal amount of all interest payments on the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage Capitalized Principal Amount of principal amount) the Notes that the Holders of 111 1/4%, plus accrued and unpaid interest the Notes to be redeemed would have been entitled to receive had the Notes remained outstanding to the redemption dateMaturity Date (for the avoidance of doubt, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal including interest on capitalized interest which would have been added to the amount required to redeem any Securities is contributed Principal Amount during the period from the Redemption Date to the equity capital of the CompanyMaturity Date); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem September 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on September 15 of the years set forth below: Year Redemption Price 2008 102.000% 2009 101.000% 2010 and thereafter 100.000% Notwithstanding the foregoing, at any time and from time to time on or prior to September 15, 2008, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of 100% plus a premium (expressed as a percentage of principal amount thereof) equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior to June 15, 2004, the Company shall be entitled that at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued must remain outstanding after each such redemption; and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverfurther, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.. B-2- NY1:1657728.6

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

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June April 15, 20062005. On and after June April 15, 20062005, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount Accreted Value, on the redemption date), ) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 2005 of the years set forth below: Redemption Period Price ------ ---------- ----- 2005 107.375% 2006 105.625% 104.917 2007 103.750 102.458 2008 101.875 2009 and thereafter 100.000100.00% In addition, prior to June April 15, 20042003, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount at maturity not to exceed 35% of the aggregate principal amount at maturity of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amountAccreted Value) of 111 1/4114.750%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal amount at maturity of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the closing date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Issuers prior to June 15, 20062004. On and after June 15, 2006Thereafter, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and liquidated damages (if any) to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- REDEMPTION YEAR PRICE ----------------------------------------------------------- 2004 106.313% 2005 104.208% 2006 105.625102.104% 2007 103.750 2008 101.875 2009 and thereafter 100.000% 122 7 In addition, prior to June 15, 20042002, the Company shall be entitled at its option Issuers may on one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities with the Net Cash Proceeds of one or more Equity Offerings (which includes Additional Securitiesi) by the Company or (ii) by DonJoy to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Equity Interests (other than Disqualified Equity Interests) of the Company from the Company, if any) originally issued at a redemption price (expressed as a percentage equal to 112.625% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and liquidated damages thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of -------- ------- the Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

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

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem March 1, 2004. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' noticeprior notice mailed by first class mail to each Holder's registered address, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and liquidated damages (if any) to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 March 1 of the years set forth below: Redemption Period Year Price ------ ---------- 2006 ----------------------------------------------------------- 2004 105.625% 2005 103.750% 2006 101.875% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, at any time and from time to time, prior to June 15March 1, 20042002, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by Volume Holdings to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock (other than Disqualified Stock) of the Company, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4%, 111.25% plus accrued and unpaid interest and liquidated damages, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal amount of -------- ------- the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that such redemption occurs shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. In addition, at any time on or prior to March 1, 2004, the Notes may be redeemed as a whole but not in part at the option of the related Public Equity OfferingCompany upon the occurrence of a Change of Control, upon not less than 30 or more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest and liquidated damages, if any, to, the redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date.

Optional Redemption. Except as set forth below(a) The Dollar Notes will be redeemable, at the Company shall not be entitled Company’s option, in whole at any time or in part from time to redeem the Securities at its option prior to June time, on and after November 15, 2006. On and after June 152010, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' ’ notice, at the following redemption prices (expressed in as percentages of the principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), thereof) if redeemed during the 12twelve-month period commencing on June November 15 of the years year set forth below, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption: Redemption Period Price ------ ---------- 2006 105.6252010 103.938 % 2007 103.750 2008 101.875 2009 2011 101.969 % 2012 and thereafter 100.000% In addition100.000 % (b) At any time, or from time to time, prior to June November 15, 20042010, the Company shall be entitled may, at its option on option, use the net cash proceeds of one or more occasions Equity Offerings (as defined below) to redeem Securities up to 40% of the aggregate principal amount of Dollar Notes originally issued (which includes including the original principal amount of any Additional SecuritiesDollar Notes) at a redemption price equal to 107.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any) in an aggregate principal amount not , to exceed 35the date of redemption; provided, however, that at least 60% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes originally issued remain (including the principal amount of any Additional Notes) outstanding immediately after any such redemption. In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company shall make such redemption not more than 120 days after the consummation of any such Equity Offering. (c) At any time prior to November 15, 2010, the Dollar Notes may be redeemed, in whole or in part at the option of the Company, upon not less than 30 nor more than 60 days’ notice, at a redemption price (expressed the “Make-Whole Price”) equal to the greater of (i) 100.000% of the principal amount thereof or (ii) as determined by an Independent Investment Banker, the present value of (A) 103.938% of the Dollar Notes being redeemed as of November 15, 2010 plus (B) all required interest payments due on such Dollar Notes through November 15, 2010 (excluding accrued interest), discounted to the Redemption Date on a percentage semiannual basis (assuming a 360-day year consisting of principal amounttwelve 30-day months) of 111 1/4%at the Adjusted Treasury Rate plus, plus in each case, accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingRedemption Date.