Common use of Optional Redemption Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Optional Redemption. Except as set forth below, the Company shall Securities will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June February 15, 20062003. On and after June 15, 2006such date, the Company shall Securities will be entitled redeemable, at its option to redeem all the Company's option, in whole or a portion of the Securities in part, at any time upon not less than 30 nor more than 60 days' noticedays prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if ): 107 3 If redeemed during the 12-month period commencing on June February 15 of the years set forth below: Period Redemption Period Price ------ ---------- ---------------- 2003 104.375% 2004 102.917% 2005 101.485% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042001, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount of the Securities (which includes Additional Securitieswith the net proceeds of one or more Equity Offerings received by, if any) originally issued or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 108.75% plus accrued and unpaid interest interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such aggregate the original principal -------- ------- amount of the Securities (which includes Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption. In the case of any partial redemption, selection of the Securities for redemption (other than Securities held, directly or indirectlywill be made by the Trustee on a pro rata basis, by lot or by such other method as the Company Trustee in its sole discretion shall deem to be fair and appropriate, although no Securities of $1,000 in original principal amount or its Affiliates); and (2) each less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such redemption occurs within 90 days after Security shall state the date portion of the related Public Equity Offeringprincipal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Security.

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

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

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

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

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

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

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

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

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

Optional Redemption. Except as set forth below, the Company shall Securities may not be entitled to redeem the Securities at its option redeemed prior to June 15May 1, 20062005. On and after June 15, 2006that date, the Company shall be entitled may redeem the Securities, in whole or in part, at its option any time and from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment datedate that is on or prior to the date of redemption), if redeemed during the 12-month period commencing beginning on June 15 May 1 of the years set forth below: Redemption Period Price ------ ---------- 97 YEAR PRICE ---- ----- 2005 106.250% 2006 105.625104.167% 2007 103.750 102.083% 2008 101.875 2009 and thereafter thereafter________ 100.000% In additionNotwithstanding the foregoing, on or prior to June 15May 1, 20042003, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the all Securities (which includes Additional Securitiestheretofore issued, if any) originally issued with proceeds of an Equity Sale, at a redemption price (expressed as a percentage of 112.5% of the principal amount) of 111 1/4%, amount thereof plus accrued and unpaid interest interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities receive interest due on the relevant interest payment date that is contributed on or prior to the equity capital date of the Companyredemption); provided, howeverPROVIDED, HOWEVER, that (1) at least 65% of such the aggregate principal -------- ------- amount of the Original Securities (which includes Additional Securities, if any) remains remain outstanding immediately after the occurrence of each such redemption (other than Securities heldand PROVIDED, directly or indirectlyFURTHER, by the Company or its Affiliates); and (2) each that such redemption occurs shall be made within 90 75 days after the date of the related Public such Equity OfferingSale upon not less than 30 nor more than 60 days' notice.

Optional Redemption. Except as set forth described below, the Company shall Notes will not be entitled to redeem redeemable at the Securities at its Company's option prior to June August 15, 20062008. On and At any time on or after June August 15, 20062008, the Company shall be entitled may, at its option to option, redeem all or a any portion of the Securities Notes, subject to any restriction or other provisions relating thereto contained in any Senior Debt, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus, in percentages each case, accrued and unpaid interest and additional interest, if any, thereon to the applicable redemption date, if redeemed during the 12-month period beginning on August 15 of the years indicated below: Year Percentage ---- ---------- 2008 104.125% 2009 102.750% 2010 101.375% 2011 and thereafter 100.000% Notwithstanding the foregoing, at any time and from time to time on or prior to August 15, 2006, the Company may redeem up to 35% of the aggregate principal amount of the Notes originally issued under the Indenture, subject to any restriction or other provisions relating thereto contained in any Senior Debt, with the proceeds of one or more Public Equity Offerings, at a redemption price (expressed as a percentage of principal amount) of 108.25%, on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains the Notes originally issued under the Indenture must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, excluding Notes held by the Company or and its AffiliatesSubsidiaries); and (2) each any such redemption occurs must occur within 90 60 days after of the date of the related closing of each such Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June May 15, 2006. On and after June May 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June May 15 of the years set forth below: Redemption Period Price ------ ---------- ----- 2006 105.625105.00% 2007 103.750 102.50% 2008 101.875 2009 and thereafter 100.000100.00% In addition, prior to June May 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds proceeds, to the extent actually received by the Company, from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentOfferings; PROVIDED, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem August 1, 2011. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 August 1 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252011 105.875 % 2007 103.750 2008 101.875 2009 2012 103.917 % 2013 101.958 % 2014 and thereafter 100.000100.000 % In addition, prior to June 15August 1, 20042011, the Company shall be entitled may redeem the Securities at its option on one their option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail to redeem each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any) , to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to August 1, 2009, the Company may redeem in an the aggregate principal amount not up to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date), with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by Parent, a portion any direct or indirect parent of the Net Cash Proceeds equal Company, in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 111.750% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June December 15, 20062008, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June December 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252008 105.500% 2007 103.750 2008 101.875 2009 103.667% 2010 101.833% 2011 and thereafter 100.000% In addition, prior to June December 15, 20042006, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4111%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

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

Optional Redemption. Except as set forth belowAt any time prior to March 1, 2014, the Company shall not be entitled to redeem the Securities may, at its option prior option, redeem all or a part of the Notes (which includes Additional Notes, if any), at a Redemption Price equal to June 15100% of the principal amount of Notes redeemed plus the Applicable Premium as of, 2006and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On and or after June 15March 1, 20062014, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, Notes at the redemption prices Redemption Prices (expressed in percentages of principal amount) set forth below, on the redemption date) plus accrued interest and unpaid interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on June 15 of March 1 on the years set forth indicated below: Redemption Period Year Price ------ ---------- 2006 105.6252014 103.875 % 2007 103.750 2008 101.875 2009 2015 101.938 % 2016 and thereafter 100.000100.000 % In addition, at any time on or prior to June 15March 1, 20042013, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally Notes issued under the Supplemental Indenture at a redemption price (expressed as a percentage Redemption Price of 107.250% of the principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption dateRedemption Date, with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at 1)at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Notes remains outstanding Outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each such redemption occurs within 90 120 days after the date of the closing of the related Public Equity Offering.

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

Optional Redemption. Except as set forth described below, the Company shall Notes will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 15August 1, 20062001. On and or after June 15, 2006that date, the Company shall Notes will be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole at any time or in part from time to time, on at least 30 but not less than 30 nor more than 60 days' prior notice, mailed by first-class mail to the Noteholders' registered addresses, at the redemption prices Redemption Prices (expressed in percentages of principal amount, on the redemption date) specified below plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date)applicable Redemption Date, if redeemed during the 12-month period commencing on June 15 beginning August 1 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2001 105.25% 2007 103.750 2008 101.875 2009 2002 103.50% 2003 and 101.75% thereafter 100.000% In additionNotwithstanding the foregoing, but subject to the terms of any Designated Senior Indebtedness, on or prior to June 15August 1, 20042000, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) 25% in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes originally issued under the Indenture at a redemption price (expressed as a percentage Redemption Price of 110.50% of the principal amount) of 111 1/4%, amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, Redemption Date with the net cash proceeds from of one or more Public Equity Offerings (Offerings; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such $75.0 million in aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains Notes remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) provided, further, that notice of each such redemption occurs shall have been given within 90 30 days after the date of the related closing of such Public Equity Offering. If an Event of Default occurs prior to August 1, 2001, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to August 1, 2001, then the premium (expressed in percentages of principal amount) specified below shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes during the 12-month period beginning August 1 of the years indicated below: Year Percentage 1997 (and including the period from 10.50% July 15, 1997 to July 31, 1997) 1998 9.188% 1999 7.875% 2000 6.563% The Notes are not subject to any mandatory sinking fund payments. [8].

Optional Redemption. Except as set forth belowThe Notes will be redeemable, at the Company shall not be entitled to redeem the Securities at its option prior to June Company’s option, in whole or in part, on and after August 15, 2006. On and after June 152008, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, ’ prior notice at the redemption prices (expressed in percentages as a percentage of principal amount) set forth below, on the redemption date) plus accrued interest and unpaid interest, if any, and Additional Amounts, if any (each, a “Redemption Price”), to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant Record Date to receive interest, and Additional Amounts, if any, due on the relevant interest payment date), if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below: Year If a Dollar Note 2008 103.625 % 2009 102.417 % 2010 101.208 % 2011 and thereafter 100.00 % In the event that the Company effects an optional redemption of the Notes, the Company will inform the Luxembourg Stock Exchange and the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. In addition, at any time prior to August 15, 2006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture with funds in an aggregate amount (the “Redemption Amount”) not exceeding the aggregate net cash proceeds of one or more Equity Offerings at a redemption price of 107.25% of the principal amount thereof plus accrued and unpaid interest, if any, and Additional Amounts, if any (each, a “Redemption Price”), to the date fixed by the Company for redemption (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant Record Date to receive interest, and Additional Amounts, if any, due on the relevant interest payment date); provided that (i) at least 65% of the aggregate principal amount of the Notes of the series being redeemed remain outstanding after the occurrence of any and each such redemption (excluding Notes held by the Company and its Subsidiaries) and (ii) the redemption must occur within 180 days of the date of the closing of such offering or the making of such capital contribution. Any redemption notice given in respect of the redemption referred to in this paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering. Further, at any time prior to August 15, 2008, the Company may redeem all or, from time to time, a part of the Senior Notes of any series upon not less than 30 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject, in the case of certificated Senior Notes, to the rights of holders of record on the relevant record date to receive interest due on the related relevant interest payment date). Any such redemption and notice may, if redeemed during at the 12-month period commencing on June 15 Company’s discretion, be subject to the satisfaction of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringconditions precedent.

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

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

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

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company shall may not be entitled to redeem the Securities at its option Notes prior to June March 15, 20062014. On and after June 15, 2006this date, the Company shall be entitled at its option to may redeem all the Notes, in whole or a portion of the Securities upon in part, on not less than 30 thirty (30) nor more than 60 sixty (60) days' ’ prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-twelve month period commencing on June March 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252014 104.375% 2007 103.750 2008 101.875 2009 2015 102.188% 2016 and thereafter 100.000% In addition, At any time prior to June March 15, 20042014, we may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, to the date of redemption. Prior to March 15, 2013, the Company shall be entitled at its option may, on one or more occasions occasions, also redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the aggregate principal amount of the Securities Notes (which includes calculated giving effect to any issuance of Additional SecuritiesNotes) with the Net Cash Proceeds of one or more Equity Offerings by the Company, if any) originally issued at a redemption price (expressed as a percentage equal to 108.750% of the aggregate principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, provided however, that (1) at least 65% of after giving effect to such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.redemption:

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

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company shall Securities may not be entitled to redeem redeemed at the Securities at its Company's option prior to June 15August 1, 20062003. On and after June 15, 2006Thereafter, the Company shall Securities will be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, notice at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on August 1 of the years indicated below: Redemption Year Price ---- ----- 105.500% 2003 103.667% 2004 101.883% 2005 100.000% 2006 and thereafter In addition, at any time and from time to time, prior to August 1, 2001, the Company may redeem up to 35% of the sum of (i) the aggregate principal amount at maturity of Securities and (ii) the aggregate principal amount at maturity of any Additional Securities at a redemption price of 111% of the Accreted Value thereof (determined at the redemption date) plus accrued interest Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds received by the Company of a public offering of common stock of the Company, provided that at least 65% of the sum of (i) the aggregate principal amount at -------- maturity of Securities and (ii) the aggregate principal amount at maturity of any Additional Securities remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur -------- ------- within 60 days of the date of the closing of such public offering. At any time on or prior to August 1, 2003, the Securities may be redeemed as a whole but not in part at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the Accreted Value thereof (determined at the redemption date) plus the Applicable Premium and Liquidated Damages thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

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

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Dollar Securities shall not be entitled redeemable at the option of the Company prior to redeem November 15, 2007. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2007 103.875% 2007 103.750 2008 101.875 101.938% 2009 and thereafter 100.000% In addition, prior to June November 15, 20042007, the Company shall be entitled may redeem the Dollar Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days' prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder's registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Dollar Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to November 15, 2006, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Dollar Securities (which includes calculated after giving effect to any issuance of Additional Dollar Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by ParentHoldings or any direct or indirect parent of Holdings or the Company, a portion of the Net Cash Proceeds equal in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 107.75% of the principal amount thereof plus, accrued and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Dollar Securities (which includes calculated after giving effect to any issuance of Additional Dollar Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowSubject to the provisions of the Indenture, the Company shall not Note may be entitled to redeem redeemed, at the Securities at its option prior to June 15Company's option, 2006. On and after June 15in whole or in part, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at any time and from time to time on and after January 1, 2002, for an amount of redemption consideration which shall be equal to (a) a cash component expressed as the redemption prices percentage (set forth below) of (i) the principal amount of all of the Notes (including Additional Notes) being redeemed plus (ii) the accrued and unpaid interest thereon (through the Redemption Date) and (b) a Common Stock component comprised of a number of shares of Common Stock expressed in percentages as the product of (x) the quotient obtained by dividing (1) the principal amount, on the redemption dateamount of Notes (including Additional Notes) to be redeemed plus accrued and unpaid interest thereon as of the Redemption Date by (2) the total aggregate principal amount of all outstanding Notes (including Additional Notes) issued by the Company plus all accrued and unpaid interest thereon, times (y) the number of shares of Common Stock set forth below minus Exhibit A-3 the number of shares of Common Stock previously issued pursuant to Sections 3.07, 3.09, 4.10 and 4.15 of the Indenture. Amount of Cash as Percentage of Initial Number of Shares Principal Amount of Notes of Common Stock (including Additional Notes) Available to be Issued If Redeemed At Any Time During and accrued and unpaid interest Ratably to all Holders the Following Years to the redemption date (subject Redemption Date of Notes -------------------------------- --------------------------------- -------------------------- 2002 70.000% 4,504,595 2003 72.500% 4,504,595 2004 73.000% 3,003,063 2005 75.625% 3,003,063 2006 prior to maturity 77.500% 3,003,063 Payments due with respect to the right of Notes on or prior to the Redemption Date will be payable to the Holders of record at the close of business on the relevant record date specified in Paragraph 2, all as provided in the Indenture. Except pursuant to receive interest due on the related interest payment date)preceding paragraphs, if redeemed during the 12-month period commencing on June 15 of Notes will not be redeemable at the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, Company's option prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringmaturity.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June April 15, 20062007. On and after June April 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June April 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625-------- ----------- 2007 105.188% 2007 103.750 2008 101.875 103.458% 2009 101.729% 2010 and thereafter 100.000% In addition, prior to June April 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentOfferings; PROVIDED, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

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

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

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

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Euro Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 20062007. On and after June 15, 2006Thereafter, the Company Euro Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2007 103.875% 2007 103.750 2008 101.875 101.938% 2009 and thereafter 100.000% In addition, prior to June November 15, 20042007, the Company shall be entitled may redeem the Euro Securities, at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days' prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder's registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Euro Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to November 15, 2006, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Euro Securities (which includes calculated after giving effect to any issuance of Additional Euro Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings or any direct or indirect parent of Holdings or the Company, if anyin each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 107.75% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with date (subject to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion right of the Net Cash Proceeds equal Holders of record on the relevant record date to receive interest due on the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Euro Securities (which includes calculated after giving effect to any issuance of Additional Euro Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

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

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

Optional Redemption. Except as set forth belowOn or after April 15, 2027, the Company shall not be entitled to redeem the Securities may, at its option prior to June 15option, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion part of the Securities Notes (which includes Additional Notes, if any) upon not less than 30 ten (10) nor more than 60 sixty (60) days' ’ notice, at the redemption prices (expressed in as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the redemption dateNotes redeemed, to (but not including) plus accrued interest to the applicable redemption date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the related relevant interest payment date if the Notes have not been redeemed prior to such date), ) if redeemed during the 12-month twelve (12)-month period commencing beginning on June April 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2027 105.125 % 2007 103.750 2008 101.875 2009 2028 102.563 % 2029 and thereafter 100.000100.000 % In addition, at any time prior to June April 15, 20042027, the Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued at a redemption price (calculated by the Company and expressed as a percentage of principal amount) of 111 1/4110.250%, plus accrued and unpaid interest interest, if any, to (but not including) the applicable redemption date (subject to the redemption rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with an amount not to exceed the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that that: (1) at least 65% of such aggregate principal -------- ------- amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, by the Company or its AffiliatesSubsidiaries); and (2) each such redemption occurs within 90 ninety (90) days after the date of closing of the related Public Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to April 15, 2027, the Company shall be entitled at its option to redeem all or a portion of the Notes (which includes Additional Notes, if any) at a redemption price (calculated by the Company) equal to 100% of the principal amount of the Notes (which includes Additional Notes, if any), plus the Applicable Premium as of the applicable redemption date, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date). Notice of such redemption shall be sent to DTC in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than ten (10) nor more than sixty (60) days prior to the redemption date.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June August 15, 20062017, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeSecurities, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during on or after the 12-month period commencing on June 15 of the years dates set forth below: Period Redemption Period Price ------ ---------- 2006 105.625August 15, 2017 103.500 % 2007 103.750 2008 101.875 2009 August 15, 2018 101.750 % August 15, 2019 and thereafter 100.000100.000 % In addition, at any time prior to June August 15, 20042017, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) amount of 111 1/4107.000%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than with Securities held, directly or indirectly, by the Company or its AffiliatesAffiliates being deemed to be not outstanding for purposes of such calculation); and (2) each notice of such redemption occurs has been given within 90 days after the date of the related Public Equity Offering. Prior to August 15, 2017, the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below, Beginning on the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006Initial Redemption Date, the Company shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option to redeem all option, in whole or a portion of the Securities in part, upon not less than 30 10 nor more than 60 days' ’ notice, at the following redemption prices (expressed in as percentages of the principal amount, on the redemption dateamount thereof) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), ) if redeemed during the 12twelve-month period commencing on June 15 December 1 of the years year set forth below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2026 103.563 % 2007 103.750 2008 101.875 2009 2027 101.781 % 2028 and thereafter 100.000100.000 % In addition, prior to June 15December 1, 20042026, the Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4107.125%, plus accrued and unpaid interest interest, if any, to, but excluding, the redemption date (subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentHoldings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes by the Company is contributed to the equity capital of the Company); provided, however, that that: (1) at least 6560% of such aggregate principal -------- ------- amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to December 1, 2026, the Company shall be entitled at its option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption shall be sent to The Depository Trust Company (“DTC”), in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 10 nor more than 60 days prior to the redemption date. The Trustee shall have no responsibility with respect to the determination of any redemption price.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 15February 24, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 February 24 of the years set forth below: Redemption Period Year Price ------ ---- ---------- 2006 105.6252007 104.375% 2007 103.750 2008 101.875 102.917% 2009 101.458% 2010 and thereafter 100.000% In addition, prior to June 15February 24, 20042007, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued on not less than 30 nor more than 60 days' prior notice, at a redemption price (expressed as a percentage of principal amount) of 111 1/4108.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds Net Cash Proceeds from one or more Public Equity Offerings (provided that if by the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Company or Qualifying Subsidiary Stock Sales; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity OfferingOffering or Qualifying Subsidiary Stock Sale, as the case may be. Prior to February 24, 2007, the Company shall be entitled at its option to redeem all, but not less than all, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date. Any notice to Holders of such a redemption must include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price must be set forth in an Officers' Certificate delivered to the Trustee no later than two Business Days prior to the redemption date.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June April 15, 20062007. On and after June April 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June April 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625-------- ----------- 2007 105.188% 2007 103.750 2008 101.875 103.458% 2009 101.729% 2010 and thereafter 100.000% In addition, prior to June April 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentOfferings; PROVIDED, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

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

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

Optional Redemption. Except as set forth below, the Company shall Issuers will not be entitled to redeem the Securities at its option Notes prior to June 15April 1, 20062011. On and after June 15April 1, 20062011, the Company shall be Issuers are entitled at its option to redeem all or or, from time to time, a portion of the Securities Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of then outstanding principal amount, amount on the redemption date) ), plus accrued interest interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 April 1 of the years set forth below: Period Redemption Period Price ------ ---------- 2006 105.625---------------- 2011.................................... 108.250% 2007 103.750 2008 101.875 2009 2012.................................... 104.125% 2013 and thereafter thereafter..................... 100.000% In addition, prior Prior to June January 15, 20042011, the Company shall be Issuers are entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the originally issued aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued Notes at a redemption price (expressed as a percentage of then outstanding principal amountamount on the redemption date) of 111 1/4116.5%, plus accrued and unpaid interest interest, if any, to (but excluding) the redemption date (subject to the redemption right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Public Equity Offerings by the Company or, after the occurrence of a Parent Rollup Transaction, the Parent (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is extent the net proceeds thereof are contributed to the equity capital of the CompanyCompany (other than in the form of Disqualified Stock) or are used to purchase Capital Stock of the Company (other than Disqualified Stock)); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.that

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem May 15, 2013. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June May 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252013 104.125 % 2007 103.750 2008 101.875 2009 2014 102.063 % 2015 and thereafter 100.000100.000 % In addition, at any time prior to June May 15, 20042013, the Company shall be entitled may redeem the Securities at its option on one option, in whole at any time or more occasions in part from time to redeem Securities (which includes Additional Securitiestime, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 15, 2012, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by ParentHoldings or any direct or indirect parent of Holdings or the Company, a portion of the Net Cash Proceeds equal in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 108.25% of the principal amount thereof plus, accrued and unpaid interest, and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 6550% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. In connection with the redemption of Securities with the proceeds of an Equity Offering, any such redemption may, at the Company’s discretion, be conditioned upon completion of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall The Notes will not be entitled to redeem redeemable at the Securities at its Company's option prior to June July 15, 20062000. On and after June 15Commencing on July 16, 20062000, the Company shall Notes will be entitled subject to redemption at its the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 nor more than 60 days' noticenotice -------- 2 Legend to be included only on Restricted Global Securities and Restricted Certificated Securities. to the holders thereof, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, on if any, thereon to the applicable redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12twelve-month period commencing beginning on June 15 July 16 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2000................................... 105.000% 2007 103.750 2008 101.875 2009 2001................................... 103.000% 2002 .................................. 101.000% 2003 and thereafter thereafter.................... 100.000% In additionNotwithstanding the provisions of Section 3.07(a) of the Indenture, in the event of the sale by the Company prior to June 15July 16, 2004, the Company shall be entitled at 2000 of its option on securities in one or more occasions Secondary Public Offerings, up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes originally issued will, at the option of the Company, be redeemable from the net cash proceeds of such secondary Public Offerings (but only to the extent the proceeds of such Secondary Public Offerings consist of cash or readily marketable cash equivalents) at a redemption price (expressed as a percentage equal to 107% of the principal amount) of 111 1/4%, amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after of the date of the related closing of such Secondary Public Equity Offering.

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

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

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

Optional Redemption. Except as set forth belowPrior to February 15, 2026, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company Notes shall be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 10 nor more than 60 days' ’ notice, at the Make-Whole Price, plus accrued and unpaid interest to, but excluding, the applicable redemption date. On and after February 15, 2026, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at the redemption prices price (expressed in as percentages of principal amount) set forth below, on plus accrued and unpaid interest to, but excluding, the applicable redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing beginning on June February 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Notes Percentage 2026 102.250 % 2007 103.750 2008 101.875 2009 2027 101.500 % 2028 100.750 % 2029 and thereafter 100.000100.000 % In additionNotwithstanding the foregoing, at any time prior to June August 15, 20042023, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) 40% in an aggregate principal amount of the Notes at a redemption price of 104.50% of the principal amount thereof, plus, in each case, accrued and unpaid interest to, but excluding, the applicable redemption date, with cash in an amount not to exceed 35greater than the net cash proceeds of one or more Qualified Equity Offerings; provided that: (i) at least 50% of the aggregate principal amount of the Securities Notes (which includes excluding any Additional Securities, if anyNotes) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to under the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, excluding Notes held by the Company or any of its Affiliates)Subsidiaries) unless all Notes are redeemed substantially concurrently; and (2ii) each such the redemption occurs must occur within 90 days after six months of the date of the related Public closing of any such Qualified Equity Offering.

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

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

Optional Redemption. Except as set forth belowin the following paragraph, the Company Non-Consenting Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 15, 20062007. On and or after June 15, 20062007, the Company Non-Consenting Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amountAccreted Value), on the redemption date) plus accrued and unpaid interest and liquidated damages, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment daterelevant Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625below (or, in the case of June 15, 2009, on such date): REDEMPTION YEAR PRICE ------------------------------------------------------- 2007 105.563% 2007 103.750 2008 101.875 102.781% 2009 and thereafter 100.000% In addition, prior to June 15, 20042007, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the aggregate principal amount Accreted Value of the Non-Consenting Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued with the Net Cash Proceeds of one or more Equity Offerings by the Company at a redemption price (expressed as a percentage equal to 111.125% of principal amount) the Accreted Value at the date of 111 1/4%redemption, plus accrued and unpaid interest and liquidated damages thereon, if any, to the redemption datedate of redemption; PROVIDED, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) after giving effect to any such redemption, at least 65% of such aggregate principal -------- ------- amount the Accreted Value of the Non-Consenting Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding, and any such redemption (other shall be made within 120 days of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Non-Consenting Securities held, directly or indirectly, by being redeemed and otherwise in accordance with the Company or its Affiliates); and (2) each such redemption occurs within 90 days after procedures set forth in the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth in the following two paragraphs, the Securities shall not be redeemable at the option of the Company prior to May 15, 2008. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice delivered electronically or by first-class mail to each Holder’s registered address, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on May 15 of the years set forth below: Year Redemption Price 2008 102.000 % 2009 101.000 % 2010 and thereafter 100.000 % In addition, prior to May 15, 2008, the Company shall not be entitled to may redeem the Securities at its option prior option, in whole at any time or in part from time to June 15time, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice’ prior notice electronically delivered or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the redemption prices (expressed in percentages principal amount of principal amountthe Securities redeemed plus the Applicable Premium as of, on the redemption date) plus and accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date). Notwithstanding the foregoing, if redeemed during the 12-month period commencing at any time and from time to time on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, or prior to June May 15, 20042008, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4%100% plus a premium (expressed as a percentage of principal amount thereof) equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 6550% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice electronically delivered or mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion of such Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Euro Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 20062008. On and after June 15, 2006Thereafter, the Company Euro Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625D-5 YEAR REDEMPTION PRICE ---- ---------------- 2008 104.500% 2007 103.750 2008 101.875 2009 103.000% 2010 101.500% 2011 and thereafter 100.000% In addition, prior to June November 15, 20042008, the Company shall be entitled may redeem the Euro Securities, at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days' prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder's registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Euro Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to November 15, 2006, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Euro Securities (which includes calculated after giving effect to any issuance of Additional Euro Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued by the Company or (2) by Holdings or any direct or indirect parent of Holdings or the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage equal to 109.000% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with date (subject to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion right of the Net Cash Proceeds equal Holders of record on the relevant record date to receive interest due on the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Euro Securities (which includes calculated after giving effect to any issuance of Additional Euro Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth in the following paragraph, the Notes shall not be redeemable at the option of the Company prior to November 15, 2004. Thereafter, the Notes shall be redeemable at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed as percentages of Accreted Value), plus accrued and unpaid interest thereon and Additional Amounts, if any, in respect thereof to the redemption date (subject to the right of holders of record on the relevant record date to receive interest and Additional Amounts, if any due on the relevant interest payment date), if redeemed during the twelve-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ---- ---------- 2004 106.875% 2005 104.583% 2006 102.292% 2007 and thereafter 100.000% Prior to November 15, 2002, the Company shall not be entitled to redeem the Securities may, at its option prior option, on one or more occasions, redeem Notes representing up to June 15, 2006. On and after June 15, 2006, a maximum of 35% of the aggregate principal amount at maturity of the Notes with the Net Cash Proceeds of one or more Equity Offerings (a) by the Company or (b) by Holdings to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption price equal to 113 3/4% of the Accreted Value thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, in respect thereof to the redemption date (subject to the right of holders of record on the relevant record date to receive interest and Additional Amounts, if any, due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, (i) at least 65% of the aggregate principal amount at maturity of the Notes remains outstanding; and (ii) any such redemption shall be entitled at its option to redeem all made within 90 days of such related Equity Offering by the Company or a portion of Holdings, as the Securities case may be, upon not less than 30 nor more than 60 days' notice, at notice mailed to each Holder of Notes being redeemed and otherwise in accordance with the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years procedures set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, in the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem December 1, 2010. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 December 1 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252010 105.063 % 2007 103.750 2008 101.875 2009 2011 102.531 % 2012 and thereafter 100.000100.000 % In addition, prior to June 15December 1, 20042010, the Company shall be entitled may redeem the Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice delivered electronically or mailed by first-class mail to redeem each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any) , to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to December 1, 2009, the Company may redeem in an the aggregate principal amount not up to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date), with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by Parent, a portion any direct or indirect parent of the Net Cash Proceeds equal Company, in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 110.125% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice delivered to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall Securities will not be entitled redeemed by the Company prior to redeem May 15, 2003. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, of the Company shall be entitled in whole at its option any time or in part from time to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, time at the following redemption prices (expressed in percentages of the principal amountamount thereof) set forth below, on plus, without duplication, accrued and unpaid interest (if any) thereon to the redemption date) plus , if redeemed during the 12-month period beginning on May 15 of each of the years set forth below, at the following redemption prices, plus, without duplication, in each case, accrued and unpaid interest thereon to the date of redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ): Year Percentage ---- ---------- 2003 105.750% 2004 103.833 2005 101.917 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition100.000 Notwithstanding the foregoing, prior to June until May 15, 20042001, the Company shall be entitled may, at its option on one or more occasions option, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3525% of the aggregate of (i) the liquidation preference of the Exchangeable Preferred Stock issued less the liquidation preference of Exchangeable Preferred Stock exchanged for Exchange Debentures and (ii) the principal amount of Exchange Debentures issued, at 111.50% of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of then effective principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that or Strategic Investments or a Required Disposition if the Public Equity Offering is an -------- offering by Parent, a portion at least $75,000,000 in principal amount of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)remains outstanding after each such redemption; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after of the date of the related closing of each such Public Equity Offering, Strategic Investment or Required Disposition.

Optional Redemption. Except as set forth belowAt any time or in part from time to time on and after August 15, 2002, the Company shall not be entitled to redeem the Securities may, at its option prior to June 15option, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a any portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of the principal amountamount of the Securities) set forth below, on plus, in each case, accrued interest thereon to the applicable redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June beginning August 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2002.................... 104.875% 2007 103.750 2008 101.875 2009 2003.................... 103.250% 2004.................... 101.625% 2005 and thereafter 100.000% In addition, prior at any time or from time to June time on or before August 15, 20042000, the Company shall be entitled at its option on one or more occasions up to redeem Securities (which includes Additional Securities, if any) $40,250,000 in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securitiesmay be redeemed, at the option of the Company, upon not less than 30 or more than 60 days' notice, from the Net Proceeds of a Public Equity Offering, at a price equal to 109 3/4% of the principal amount thereof, together with accrued and unpaid interest, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption datedate of redemption, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion at least $74,750,000 in aggregate principal amount of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each that such redemption occurs within 90 60 days following the closing of such Public Equity Offering. In the case of any redemption of Securities, interest installments due and payable on or prior to the date of redemption will be payable to Holders of such Securities of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the date of redemption. In the related Public Equity Offeringevent of redemption or purchase of this Series __ Security in part only, a new Series __ Security or Securities for the unredeemed or unpurchased portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. The Securities do not have the benefit of any sinking fund obligations.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company shall may not be entitled to redeem the Securities at its option Notes prior to June February 15, 20062010. On and after June 15, 2006After this date, the Company shall be entitled at its option to may redeem all the Notes, in whole or a portion of the Securities upon in part, on not less than 30 thirty (30) nor more than 60 sixty (60) days' ’ prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-twelve month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252010 103.500% 2007 103.750 2008 101.875 2009 2011 102.333% 2012 101.167% 2013 and thereafter 100.000% In addition, At any time prior to June February 15, 20042010, we may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accured and unpaid interest, if any, to the date of redemption. Prior to February 15, 2008, the Company shall be entitled at its option may, on one or more occasions occasions, also redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the aggregate principal amount of the Securities Notes (which includes calculated giving effect to any issuance of Additional SecuritiesNotes) with the Net Cash Proceeds of one or more Equity Offerings by the Company, if any) originally issued at a redemption price (expressed as a percentage equal to 107.000% of the aggregate principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, provided however, that (1) at least 65% of after giving effect to such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.redemption:

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

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

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

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Notes shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June January 15, 20062018. On and after June January 15, 20062018, the Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeNotes (which, for the avoidance of doubt, includes Additional Notes) at the following redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June January 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252018 104.219 % 2007 103.750 2008 101.875 2009 2019 102.813 % 2020 101.406 % 2021 and thereafter 100.000100.000 % In addition, at any time prior to June January 15, 20042018, the Company shall be entitled may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540.0% of the aggregate principal amount of the Securities Notes (which which, for the avoidance of doubt, includes Additional Securities, if anyNotes) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4105.625%, plus accrued and unpaid interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1a) at least 6550% of such aggregate principal -------- ------- amount of Securities Notes (which includes excluding any Additional SecuritiesNotes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2b) each such redemption occurs within 90 days after the date of the related Public Qualified Equity Offering. Prior to January 15, 2018, the Company shall be entitled at its option to redeem all or a portion of the Notes (which, for the avoidance of doubt, includes Additional Notes, if any) at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a Qualified Equity Offering, refinancing transaction or other corporate transaction. If any condition precedent has not been satisfied, the Company will provide written notice to the Trustees prior to the close of business on the Business Day prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded and the redemption of the Notes shall not occur or, if specified in such notice, the date of such redemption shall be extended to the specified date, which shall not be later than the latest date upon which such redemption is permitted to occur under this Section 5. Upon receipt, the U.S. Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given.

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

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

Optional Redemption. Except as set forth below, the Company shall Securities will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June February 15, 2006. On and after June 15, 2006such date, the Company shall Securities will be entitled redeemable, at its option to redeem all the Company's option, in whole or a portion of the Securities in part, at any time upon not less than 30 nor more than 60 days' noticedays prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on February 15 of the years set forth below: Period Redemptive Price ------ ---------------- 2006 106.000% 2007 104.000% 2008 102.000% 2009 and thereafter 100.000% In addition, at any time and from time to time prior to February 15, 2004, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 112.0% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to February 15, 2006, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first-class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

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

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

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 15October 1, 20062023. On and after June 15October 1, 20062023, the Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 10 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 October 1 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.6252023 102.500 % 2007 103.750 2008 101.875 2009 2024 101.250 % 2025 and thereafter 100.000100.000 % In addition, any time prior to June 15October 1, 20042023, the Company shall be entitled at its option on one or more occasions to redeem the Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4105.000%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)one or more Qualified Equity Offerings; provided, however, that (1a) at least 6555% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2b) each such redemption occurs within 90 180 days after the date of the related Public Qualified Equity Offering. Prior to October 1, 2023, the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first class mail to each Holder’s registered address, not less than 10 nor more than 60 days prior to the redemption date. The Company may, at its option and at any time, redeem the Securities at 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), following the consummation of a Change of Control if at least 90% of the Securities outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control. Any redemption or notice of redemption may, at the Company’s option and discretion, be subject to one or more conditions precedent, including the consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date as stated in such notice, or by the redemption date as so delayed. The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

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

Optional Redemption. Except as set forth below, This Surplus Note is redeemable prior to its Stated Maturity at the option of the Company shall not be entitled (i) in whole or in part, from time to redeem the Securities time, on or after November 2, 2010 on an Interest Payment Date or (ii) at its option any time prior to June 15November 2, 2006. On 2010, in whole but not in part, upon the occurrence and after June 15continuation of a Tax Event, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued either case at a redemption price (expressed as a percentage the “Redemption Price”) equal to 100% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings thereon (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes including Additional SecuritiesInterest and Compound Interest, if any) remains outstanding immediately accrued to the date of redemption; provided (A) that the Company may not exercise its option to redeem with respect to a Tax Event unless it fixes, not later than 90 days after the occurrence of each such Tax Event, a date for such redemption and mails a notice thereof to Holders pursuant to Section 14.02, and (other than Securities held, directly or indirectly, by B) that the Company or may not exercise its Affiliates); option to redeem with respect to a Tax Event described in clause (i) of the definition of “Tax Event” (relating to loss of deduction for interest) unless it pays a premium, in addition to the Redemption Price, in cash equal to the product of (y) 100% of the outstanding principal amount thereof, and (2z) each such redemption occurs within 90 days after the percentage specified below for the applicable date of redemption: Redemption During the related Public Equity Offering.12-Month Percentage of Principal Amount Period Beginning November 2 2005 5% 2006 4% 2007 3% 2008 2% 2009 1% 2010 and thereafter 0%

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

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

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

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June December 15, 20062007. On and after June December 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June December 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252007 105.063% 2007 103.750 2008 101.875 103.375% 2009 101.688% 2010 and thereafter 100.000% In addition, prior to June December 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.125%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds received by the Company from one or more Public Equity Offerings (provided that PROVIDED that, if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.