Common use of Selection of Notes to Be Redeemed Clause in Contracts

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuers shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Company shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuers shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in each case, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Upon selection, the Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the such Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the such Notes are not so listed, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and, and in such manner that as complies with applicable legal requirements and the requirements of the Depository, Depository if applicablethe Notes are in global form); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples a whole multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the applicable legal requirements and the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee Notes to be selected shall make the selection be selected from outstanding Notes not previously called for redemption. The Trustee Notes may select be selected for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects that are selected for redemption shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in each case, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Upon selection, the Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the applicable legal requirements and the requirements of the DepositoryDepositary, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listed, on a pro rata basis to the extent practicable or basis, by lot or by such in accordance with any other method as the Trustee shall deem considers fair and appropriate (andappropriate. In the event of partial redemption by lot, in such manner that complies with the requirements of the Depository, if applicable); provided that no particular Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less to be redeemed shall be redeemed in part. The selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee shall make from the selection from outstanding Notes not previously called for redemption. The Trustee may select shall promptly notify the Company in writing of the Notes selected for redemption portions and, in the case of any Note selected for partial redemption, the principal of Notes that have denominations larger than $2,000amount to be redeemed. Notes and portions of them the Trustee selects Notes selected shall be in amounts of $2,000 1,000 or integral whole multiples of $1,000 (in excess thereofthe case of Dollar Notes) and in amounts of €1,000 or whole multiples of €1,000 (in the case of Euro Notes). Provisions The provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In If less than all the case of Notes are to be redeemed at any partial redemptiontime, selection not more than 60 days prior to the redemption date, the Trustee or the Registrar, as applicable, in accordance with the customary procedures of the Depository, shall select the Notes for redemption will to be made redeemed pro rata, and if the Depository prescribes no method of selection, then, by the Trustee in compliance lot or by any other method that complies with the requirements of the principal national applicable legal and securities exchangeexchange requirements, if any, on which the Notes are listed (as notified to and that the Trustee or the Registrar, as applicable, in writing by the Issuers), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem its sole discretion deems fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partappropriate. The Trustee or the Registrar, as applicable, shall make the selection from outstanding Notes not previously called for redemption. The Trustee or the Registrar, as applicable, may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee or the Registrar, as applicable, selects shall be in amounts of $2,000 2,000, or an integral multiples multiple of $1,000 1,000, (but in excess thereofany event not less than $2,000). Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee or the Registrar, as applicable, shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed. The Trustee shall not be liable for selection made by it under this Section 3.02.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (andor, if applicable, in such manner that complies with the requirements of the Depository, if applicableDepository or other applicable clearing system in accordance with customary procedures); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemedredeemed to, but not including, the date of redemption.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuers shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) 1.00 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,0001.00. Notes and portions of them the Trustee selects shall be in amounts of $2,000 1.00 or integral multiples of $1,000 1.00 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee at least 15 days but not more than 60 days before a redemption date in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of a minimum of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in minimum amounts of $2,000 or and integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. The provisions of the first paragraph of Section 1103 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers), or if the Notes are not so listed, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and, and in such manner that as complies with applicable legal requirements and the requirements procedures of the Depository, if applicableDepository Trust Company (“DTC”); provided that no Notes ) in minimum denominations of $2,000 (and in integral multiples of $1,000 in excess thereof) ; provided that the selection of Notes for redemption shall not result in a Holder of Notes with a principal amount of Notes less than the minimum denomination. If any Note is to be purchased or less shall be redeemed in part. The Trustee part only, the notice of purchase or redemption relating to such Note shall make state the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions portion of the principal of Notes amount thereof that have denominations larger than $2,000has been or is to be purchased or redeemed. Notes and portions of them A new Note in principal amount equal to the Trustee selects shall unredeemed portion thereof will be issued in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly name of the Notes or portions Holder thereof upon cancellation of Notes to be redeemedthe original Note.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee Trustee, in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) 100 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000100. Notes and portions of them the Trustee selects shall be in amounts of $2,000 100 or integral multiples of $1,000 1 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In If fewer than all the case of any partial redemptionNotes are to be redeemed, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to or, if the Trustee Notes are not listed but are in writing global form, then by lot or otherwise in accordance with the Issuers), procedures of the Depositary or if the Notes are not so listed, listed and not in global form on a pro rata basis to the extent practicable or basis, by lot or by such other method as the U.S. Trustee shall in its sole discretion will deem to be fair and appropriate (andappropriate, in such manner that complies with the requirements of the Depository, if applicable); provided that although no Notes note of $2,000 (in original principal amount or less will be redeemed in part. Notes and integral multiples portions of them selected for redemption shall be in principal amounts of $2,000 or a whole multiple of $1,000 in excess thereof) or less shall be redeemed in part, to the extent practicable. The Trustee shall make the selection from outstanding Company will redeem Notes not previously called for redemption. The Trustee may select for redemption portions of the in principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 less in excess thereofwhole and not in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The If the Notes are being redeemed other than on a pro rata basis, the U.S. Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements requirements, as certified to it by the Company, of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listed, listed on a pro rata basis to the extent practicable or national securities exchange, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable)to be appropriate; provided that no Notes of $2,000 (and integral multiples of $1,000 U.S.$100,000 in excess thereof) principal amount or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. The Trustee may select for redemption portions (equal to integral multiples of the principal U.S.$1,000) of Notes that have denominations larger than $2,000. Notes and portions U.S.$100,000 in principal amount, provided that the unredeemed portion of them the Trustee selects any Note shall be a minimum of US$100,000 in amounts of $2,000 or integral multiples of $1,000 in excess thereofprincipal amount. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. In If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed among the Holders of the Notes on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate (and in such manner as complies with applicable legal and stock exchange requirements, if any). The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified amount thereof to the Trustee in writing by the Issuers), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemptionredeemed. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,0001,000. Notes and portions of them the Trustee selects Notes selected shall be in amounts Authorized Denominations; except that if all of $2,000 or integral multiples the Notes of $1,000 a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not an Authorized Denomination, shall be redeemed. Except as provided in excess thereof. Provisions the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed at any time, the Trustee Paying Agent shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the Notes are not so listedlisted or such exchange prescribes no method of selection, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee Paying Agent shall deem fair and appropriate and otherwise in such manner as complies with the Applicable Procedures. Neither the Trustee nor the Paying Agent shall be liable for any selection made by it in accordance with this paragraph (including the procedures of the relevant depositaries). The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in such manner that complies with the requirements case of any Note selected for partial redemption, the Depository, if applicable); provided that no principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 (200,000 and any integral multiples multiple of $1,000 in excess thereof) or ; no Note of less shall than $200,000 can be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions , except that, if all of the principal Notes of a Holder are to be redeemed, the entire outstanding amount of Notes that have denominations larger than held by such Holder, even if not a principal amount of at least $2,000. Notes and portions of them the Trustee selects 200,000, shall be redeemed. Except as provided in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In If less than all of the case of Notes are to be redeemed at any partial redemptiontime, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or or, if the Notes are not so listed, on a pro rata basis to the extent practicable or basis, by lot or by such other another method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable)appropriate; provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make promptly notify the selection from outstanding Company in writing of the Notes not previously called for redemption. The Trustee may select selected for redemption portions and, in the case of any Note selected for partial redemption, the principal of Notes that have denominations larger than $2,000amount thereof to be redeemed. Notes and portions of them the Trustee selects Notes selected shall be in amounts of $2,000 1,000 or integral whole multiples of $1,000 1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in excess thereof. Provisions the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of a minimum of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case event that less than all of any partial redemptionthe Notes are to be redeemed pursuant to a redemption made pursuant to Section 3.01, selection of the Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedthen listed on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem fair and appropriate (andappropriate; provided, in such manner that complies with the requirements of the Depositoryhowever, if applicable); provided that no Notes of a principal amount of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make promptly notify the selection from outstanding Issuer of the Notes not previously called selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal of the Notes that have denominations larger than $2,000. Notes and portions For all purposes of them this Indenture unless the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify Issuer may acquire Notes by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or otherwise, provided such acquisition does not otherwise violate the Issuers promptly other terms of the Notes or portions of Notes to be redeemedthis Indenture.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed at any time, the Trustee or Registrar shall select the Notes to be redeemed in compliance with the requirements requirements, as certified to it by the Company, of the principal national securities exchange, if any, on which the Notes are listed (as notified to and those of the Trustee in writing by the Issuers)Depositary if such Notes are Global Notes or, or if the Notes are not so listed, listed on a pro rata basis to the extent practicable national securities exchange or automated quotation system, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and, and otherwise in such manner that complies accordance with the requirements procedures of the Depository, if applicable)Depositary; provided that no Notes Note of $2,000 (and integral multiples of $1,000 in excess thereof) principal amount or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. Notes in denominations of $2,000 in principal amount may only be redeemed in whole. The Trustee may select for redemption portions (equal to $2,000 in principal amount or any integral multiple of the principal $1,000 in excess thereof) of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be 2,000 in amounts of $2,000 or integral multiples of $1,000 in excess thereofprincipal amount. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Dutch Issuer or the Parent shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In If less than all the case of Notes are to be redeemed at any partial redemptiontime, selection not more than 60 days prior to the redemption date, the Trustee or the Registrar, as applicable, in accordance with the customary procedures of the Depository, shall select the Notes for redemption will to be made redeemed pro rata, and if the Depository prescribes no method of selection, then, by the Trustee in compliance lot or by any other method that complies with the requirements of the principal national applicable legal and securities exchangeexchange requirements, if any, on which the Notes are listed (as notified to and that the Trustee or the Registrar, as applicable, in writing by the Issuers), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem its sole discretion deems fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partappropriate. The Trustee or the Registrar, as applicable, shall make the selection from outstanding Notes not previously called for redemption. The Trustee or the Registrar, as applicable, may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee or the Registrar, as applicable, selects shall be in amounts of $2,000 2,000, or an integral multiples multiple of $1,000 1.00, (but in excess thereofany event not less than $2,000). Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee or the Registrar, as applicable, shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed. The Trustee shall not be liable for selection made by it under this Section 3.02.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed at any time, the Trustee in compliance with will select the requirements Notes to be redeemed among the Holders of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers), or if the Notes are not so listed, on a pro rata basis to the extent practicable or basis, by lot or by such in accordance with any other method as the Trustee shall deem considers fair and appropriate (andappropriate. In the event of partial redemption by lot, in such manner that complies with the requirements of the Depository, if applicable); provided that no particular Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less to be redeemed shall be redeemed in part. The selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee shall make from the selection from outstanding Notes not previously called for redemption. The Trustee may select shall promptly notify the Company in writing of the Notes selected for redemption portions and, in the case of any Note selected for partial redemption, the principal of Notes that have denominations larger than $2,000amount thereof to be redeemed. Notes and portions of them the Trustee selects shall Notes selected will be in amounts of $2,000 or 1,000 and integral multiples of $1,000 in excess thereof; provided that no Notes of $2,000 or less shall be redeemed in part. Provisions Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case event that less than all of any partial redemptionthe Notes are to be redeemed pursuant to a redemption made pursuant to Section 3.01, selection of the Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedthen listed on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem fair and appropriate (andappropriate; provided, in such manner that complies with the requirements of the Depositoryhowever, if applicable); provided that no Notes of $2,000 (and integral multiples a principal amount of $1,000 in excess thereof) 25 or less shall be redeemed in part. The Trustee shall make promptly notify the selection from outstanding Issuer of the Notes not previously called selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal of the Notes that have denominations larger than $2,00025. Notes and portions For all purposes of them this Indenture unless the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify Issuer may acquire Notes by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or otherwise, provided such acquisition does not otherwise violate the Issuers promptly other terms of the Notes or portions of Notes to be redeemedthis Indenture.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption are to be redeemed at any time, the Notes or the portions thereof to be redeemed 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 (as notified to the Trustee in writing by the Issuers), or if the Notes are not so listed, selected on a pro rata basis to the extent practicable or basis, by lot or by such any other method as the Trustee shall deem fair and appropriate (and, in such manner that complies accordance with the requirements of the DepositoryTrustee’s procedures (subject to DTC’s procedures, if as applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall make state the selection from outstanding portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest shall cease to accrue on Notes not previously or portions of them called for redemption. The Trustee (or DTC, as applicable) shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Issuer in writing of the Notes selected for redemption. The Trustee (or DTC, as applicable) may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of the Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If fewer than all of the Notes for redemption will are to be made by redeemed, the Trustee shall select the Notes to be redeemed either: (1) on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate or (2) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed listed; provided, however, that if partial redemption is made with the proceeds of an Equity Offering (as notified defined in Section 3.03(b)) prior to April 15, 2002, selection of the Notes or portions thereof for redemption shall be made by the Trustee in writing by the Issuers), or if the Notes are not so listed, only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements applicable procedures of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereofDepositary) or less shall be redeemed in partunless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed pursuant to Section 3.07 hereof, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified and such listing is known to the Trustee in writing by the IssuersTrustee), or or, if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method that most nearly approximates a pro rata selection as the Trustee shall deem fair and appropriate (and, in such manner that complies each case with respect to any Global Notes, the requirements procedures of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partDepositary. The Trustee shall make promptly notify the selection from outstanding Issuer in writing of the Notes not previously called for redemption. The Trustee may select selected for redemption portions and, in the case of any Note selected for partial redemption, the principal of Notes that have denominations larger than $2,000amount thereof to be redeemed. Notes and portions of them the Trustee selects Notes selected shall be in amounts denominations of [$2,000 or 1.00]2 and integral multiples of [$1,000 1.00] in excess thereofthereof (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the portion of a Global Note constituting PIK Interest). Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemptionredemption of a series of Notes, selection of the 2018 Notes, the 2021 Notes or the 2023 Notes, as applicable, for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the such Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the such Notes are not so listed, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and, and in such manner that as complies with the requirements of the Depository, if applicableapplicable legal requirements); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples a whole multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In If fewer than all the case of any partial Notes are to be redeemed, the Trustee shall select the Notes to be redeemed from outstanding Notes not previously called for redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the such Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or or, if the such Notes are not so listed, on a pro rata basis to the extent practicable or or, if not practicable, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and, and in such manner that as complies with the requirements of the Depository, if applicableapplicable legal requirements); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in principal amounts of $2,000 or integral multiples a whole multiple of $1,000 in excess thereofof $2,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed. The selection by the Trustee of the Notes to be redeemed shall be conclusive and binding and the Trustee shall incur no liability in connection with such selection. Notwithstanding anything else contained in this Section 3.02, the selection of Notes, or portions thereof, that are represented by a Global Security or that are held by or on behalf of the Depository, in the case of any partial redemption, shall also be made in accordance with the applicable rules and procedures of the Depository and neither the Trustee nor the Company shall have any liability or responsibility with respect thereto.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the --------------------------------- Notes for redemption will are to be made by redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements requirements, as certified to it by the Company, of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listed, listed on a pro rata basis to the extent practicable national securities exchange or automated quotation system, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable)appropriate; provided that no Notes of $2,000 (and integral multiples Note of $1,000 in excess thereof) principal amount at maturity or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions of the (equal to $1,000 in principal amount at maturity or any integral multiple thereof) of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereofprincipal amount at maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. In the case If less than all of any partial redemption, selection of --------------------------------- the Notes for redemption will are to be made by redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements requirements, as certified to it by the Company, of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedlisted on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable)appropriate; provided that no Notes of $2,000 (and integral multiples of $$ 1,000 in excess thereof) principal amount at maturity or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions of the (equal to $ 1,000 in principal amount at maturity or any integral multiple thereof) of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereofprincipal amount at maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. In If fewer than all of the case Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata --- ---- basis, by lot or in such other fair and reasonable manner chosen at the discretion of any the Trustee; provided, however, -------- ------- that if a partial redemptionredemption is made with the proceeds of an Equity Offering, selection of the Notes or portion thereof for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers), or if the Notes are not so listed, only on a pro rata basis to the extent practicable or by lot or by --- ---- basis, unless such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partis otherwise prohibited. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If fewer than all of the Notes for redemption will are to be made by redeemed, the Trustee shall select the Notes to be redeemed on a PRO RATA basis, by lot or in compliance with such other fair and appropriate manner chosen at the requirements discretion of the principal national securities exchangeTrustee and, if any, on which the Notes are listed (as notified to the Trustee in writing on any securities exchange, by the Issuers), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of such exchange; PROVIDED, however, that if partial redemption is made with the proceeds of an Equity Offering prior to March 1, 2001, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a PRO RATA basis or on a nearly PRO RATA basis if practicable (subject to the Depository's procedures, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part, unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the --------------------------------- Notes for redemption will are to be made by redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements requirements, as certified to it by the Company, of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedlisted on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable)appropriate; provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) principal amount at maturity or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions of the (equal to $1,000 in principal amount at maturity or any integral multiple thereof) of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereofprincipal amount at maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed at any time, the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which Paying Agent shall select the Notes are listed (as notified to the Trustee in writing by the Issuers), or if the Notes are not so listed, be redeemed on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee Paying Agent shall deem fair and appropriate (and, and otherwise in such manner that as complies with the requirements Applicable Procedures. Neither the Trustee nor the Paying Agent shall be liable for any selection made by it in accordance with this paragraph (including the procedures of the Depository, if applicablerelevant depositaries); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make promptly notify the selection from outstanding Issuer in writing of the Notes not previously called for redemption. The Trustee may select selected for redemption portions and, in the case of any Note selected for partial redemption, the principal of Notes that have denominations larger than $2,000amount thereof to be redeemed. Notes and portions of them the Trustee selects Notes selected shall be in amounts of $2,000 or and any integral multiples multiple of $1,000 in excess thereof; no Note of less than $2,000 can be redeemed in part, except that, if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a principal amount of at least $2,000, shall be redeemed. Provisions Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of a minimum denomination of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them Notes the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemptionredemption of a Series of the Notes, selection of the Cash Pay Notes or PIK Election Notes, as applicable, for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the such Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the such Notes are not so listed, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and, and in such manner that as complies with the requirements of the Depository, if applicableapplicable legal requirements); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples a whole multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed pursuant to Section 3.07 hereof, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified and such listing is known to the Trustee in writing by the IssuersTrustee), or or, if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as that most nearly approximates a pro rata selection to the Trustee shall deem fair and appropriate (andextent practicable, in such manner that complies each case with respect to any Global Notes, the requirements procedures of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partDepositary. The Trustee shall make promptly notify the selection from outstanding Issuer in writing of the Notes not previously called for redemption. The Trustee may select selected for redemption portions and, in the case of any Note selected for partial redemption, the principal of Notes that have denominations larger than $2,000amount thereof to be redeemed. Notes and portions of them the Trustee selects Notes selected shall be in amounts denominations of [$2,000 or 1.00]2 and integral multiples of [$1,000 1.00] in excess thereofthereof (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the portion of a Global Note constituting PIK Interest). Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemptionredemption of the Notes, selection of the Notes for redemption will be made by the Trustee (i) if the Company gives written notice to the Trustee that the Notes are listed in compliance with the requirements of the principal national securities exchange, if any, exchange on which the Notes are listed or (as notified ii) if the Company does not give written notice to the Trustee in writing by the Issuers), or if that the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (andor, in such manner that complies the case of Notes in global form, the Notes represented thereby will be selected in accordance with the requirements of the Depository, if applicableDepositary’s prescribed method); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000U.S.$2,000. Notes and portions of them the Trustee selects for redemption shall be in minimum amounts of $2,000 U.S.$2,000 or integral multiples a whole multiple of $1,000 U.S.$1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed. The Trustee may rely upon information provided by the Registrar for purposes of this Section 3.2. The Trustee shall not be liable for the selection made in accordance with this Section 3.2.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed pursuant to paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedthen listed on a national securities exchange, on a pro rata PRO RATA basis to based upon the extent practicable or by lot or aggregate principal amount of Notes held by such Holder, or in such other method manner as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partappropriate. The Trustee shall make the selection from outstanding the Notes then outstanding, subject to redemption and not previously called for redemption. The Trustee may select for redemption pursuant to paragraph 5 of the Notes portions of the principal amount of Notes that have denominations equal to or larger than $2,0001,000 principal amount. Notes and portions of them the Trustee so selects shall be in amounts of $2,000 1,000 principal amount or integral multiples of thereof or less than $1,000 in excess thereofif the redemption constitutes the remaining portion of the Notes. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuers shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in each case, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 1.00 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Upon selection, the Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If fewer than all of the Notes for redemption will are to be made by redeemed pursuant to the provisions of this Indenture, the Trustee shall select the Notes to be redeemed (1) in compliance with the requirements of the principal national securities exchange, if any, on which the such Notes are listed or (as notified to the Trustee in writing by the Issuers), or 2) if the such Notes are not so listedthen listed on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem may reasonably determine is fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partappropriate. The Trustee shall make the selection from the applicable Notes outstanding Notes and not previously called for redemption and shall promptly notify the Company in writing of the applicable Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof, to be redeemed. No Notes of a principal amount of $1,000 or less shall be redeemed in part and Notes of a principal amount in excess of $1,000 may be redeemed in part in multiples of $1,000 only. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal amount of applicable Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof1,000. Provisions of this Indenture that apply to applicable Notes called for redemption also apply to portions of applicable Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If fewer than all of the Notes for redemption will are to be made by redeemed, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the such Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the such Notes are not so listedthen listed on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by in such other method as fair and reasonable manner chosen at the discretion of the Trustee; provided, however, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee shall deem fair and appropriate only on a pro rata basis or on as nearly a pro rata basis as is practicable (and, in such manner that complies with subject to the requirements procedures of the Depository), if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partunless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (so long as notified to the Trustee in writing by the Issuers)knows of such listing) or, or if the Notes are not so listed, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem fair and appropriate (andand in the case of notes held in book entry form, in such accordance with DTC’s applicable procedures (and in a manner that complies with the requirements of the Depository, if applicableapplicable legal requirements); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption and shall promptly notify the Issuer in writing of the Notes selected for redemption. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of the Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Dutch Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In If fewer than all of the case of any partial redemptionNotes are to be redeemed, selection of the Notes for redemption to be redeemed 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 (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedthen listed on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by in such other method as fair and reasonable --- ---- manner chosen at the discretion of the Trustee; provided, however, that if a -------- ------- partial redemption is made with the Net Cash Proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee shall deem fair and appropriate (andonly on a pro rata basis, in unless such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partmethod is otherwise --- ---- prohibited. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In If fewer than all of the case of any partial redemptionNotes are to be redeemed, selection of the Notes for redemption to be redeemed 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 (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedthen listed on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by in such other method as fair and reasonable manner chosen at the discretion of the Trustee. The Company shall promptly notify the Trustee shall deem fair and appropriate (and, the Paying Agent in such manner that complies with the requirements writing of the Depository, date of listing and the name of the securities exchange if applicable); provided that no and when the Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partare listed on a principal national securities exchange. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In If the case of any partial redemption, selection Issuer is redeeming less than all of the Notes for redemption will be made issued by it at any time, the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on any securities exchange, in compliance with the requirements of the principal national securities exchange, if any, exchanges on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or (b) if the Notes are not so listedlisted on a securities exchange, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (andappropriate, in such manner that complies each case in accordance with the requirements rules of the Depository, if applicable)DTC; provided that no Notes such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part2,000. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. The Trustee may select for redemption portions equal to $1.00 in principal amount or any integral multiple thereof; provided that no such partial redemption shall reduce the portion of the principal amount of Notes that have denominations larger a Note not redeemed to less than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will shall be made by the Trustee in compliance with the requirements requirements, as certified to it by the Company, of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listed, listed on a national securities exchange or automated quotation system, by lot, pro rata basis to the extent practicable or by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (andor, as to any Notes in global form, in such manner that complies accordance with the requirements procedures of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples Note of $1,000 in excess thereof) principal amount or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. Notes in denominations of $1,000 in principal amount may only be redeemed in whole. The Trustee may select for redemption portions of the (equal to $1,000 in principal amount or any integral multiple thereof) of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereofprincipal amount. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly in writing of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes being redeemed are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedlisted on a national securities exchange, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (andbasis, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples a principal amount of $1,000 in excess thereof) 1.00 or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. The Trustee shall promptly notify the Issuers in writing of such Notes selected for redemption and, in the case of Notes selected for partial redemption, the principal amount to be redeemed. The Trustee may select for redemption portions of the principal amount of Notes that have denominations larger than $2,0001.00. Notes and portions of them thereof the Trustee selects shall be in amounts of $2,000 1.00 or integral multiples of $1,000 in excess thereof1.00. No Notes that have denominations of $1.00 or less shall be selected by the Trustee for partial redemption. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case event that less than all of the Notes are to be redeemed at any partial redemptiontime, selection of the such Notes for redemption will be made by the Trustee in compliance with the any applicable 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 (as notified to the Trustee in writing by the Issuers), or if the Notes are so listed but the exchange does not so listedimpose requirements with respect to the selection of debt securities for redemption), on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (andappropriate; provided, in such manner that complies with the requirements of the Depositoryhowever, if applicable); provided that no Notes of $2,000 (and integral multiples a principal amount at maturity of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make promptly notify Telemundo Holdings and the selection from outstanding Registrar in writing of the Notes not previously called for redemption. The Trustee may select selected for redemption portions and, in the case of any Notes selected for partial redemption, the principal amount at maturity thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 such Note which has been or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes is to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If less than all of the Notes for redemption will are to be made by redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, otherwise in such manner that complies accordance with the requirements of the Depository, if applicable)Applicable Procedures; provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee shall make from the selection from outstanding Notes not previously called for redemption. The Trustee may select shall promptly notify the Company in writing of the Notes selected for redemption portions and, in the case of any Note selected for partial redemption, the principal of Notes that have denominations larger than $2,000amount thereof to be redeemed. Notes and portions of them the Trustee selects Notes selected shall be in amounts of $2,000 or integral whole multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed.of

Selection of Notes to Be Redeemed. In If less than all of the case of any partial redemptionNotes are to be redeemed pursuant to Section 3.07, selection of the Trustee shall select the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (listed, as notified certified to the Trustee in writing by the Issuers)Company, and in compliance with the requirements of DTC, or if the Notes are not so listedlisted or such exchange prescribes no method of selection and the Notes are not held through DTC, or DTC prescribes no method of selection, on a pro rata basis to the extent practicable or basis, by lot or by such using any other method as the Trustee shall deem that it deems fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in partappropriate. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in minimum principal amounts of $2,000 or integral whole multiples of $1,000 in excess thereofof $2,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Company shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (so long as notified to the Trustee in writing by the Issuershas actual knowledge of such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of If less than all --------------------------------- the Notes for redemption will are to be made by redeemed at any time, the Trustee in compliance shall select the Notes to be redeemed by such method as the Trustee shall deem fair and appropriate and that complies with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)listed, or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable)basis; provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be --- ---- -------- redeemed in part. The In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of Notes that have denominations larger each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $2,000. Notes and portions of them the Trustee selects shall 1,000 which would be in amounts of $2,000 or integral multiples of $1,000 in excess thereofallocable to any Holder. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Issuer shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of a minimum of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be 63 redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to and the Company shall notify the Trustee in writing by the Issuersof any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. In the case event that less than all of any partial redemptionthe Notes are to be redeemed pursuant to a redemption made pursuant to Section 3.01, selection of the Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)or, or if the Notes are not so listedthen listed on a national securities exchange, on a pro rata basis to the extent practicable or basis, by lot or by such other method as the Trustee shall deem fair and appropriate (andappropriate; provided, in such manner that complies with the requirements of the Depositoryhowever, if applicable); provided that no Notes of $2,000 (and integral multiples a principal amount of $1,000 in excess thereof) 25.00 or less shall be redeemed in part. The Trustee shall make promptly notify the selection from outstanding Issuer of the Notes not previously called selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal of the Notes that have denominations larger than $2,00025.00. Notes and portions For all purposes of them this Indenture unless the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify Issuer may acquire Notes by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or otherwise, provided such acquisition does not otherwise violate the Issuers promptly other terms of the Notes or portions of Notes to be redeemedthis Indenture.

Selection of Notes to Be Redeemed. In the case of any partial redemption, selection If fewer than all of the Notes for redemption will are to be made redeemed at any time, the Trustee shall select the Notes to be redeemed by a method that complies with the requirements, as certified to it by the Trustee in compliance with the requirements Issuer, of the principal national securities exchangeexchange or automated quotation system, if any, on which the Notes are listed (as notified to the Trustee in writing by the Issuers)at such time or, or if the Notes are not so listed, listed on a securities exchange or automated quotation system, pro rata basis to the extent practicable or rata, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable)appropriate; provided that no Notes such partial redemption shall reduce the portion of $2,000 (and integral multiples the principal amount of $1,000 in excess thereof) or a Note not redeemed to less shall be redeemed in partthan £20,000. The Trustee shall make the selection from the Notes outstanding Notes and not previously called for redemption. The Trustee may select for redemption portions equal to £20,000 in principal amount or any integral multiple of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 £1 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers Issuer and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption. The Trustee will not be liable for selections made by it in accordance with the provisions of this Section 3.03.