Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) At any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30, 20192018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750107.2500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30January 15, 2019, 2013 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750112.25% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)Redemption Date, with the net cash proceeds of one or more Equity OfferingsOfferings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to November 30June 15, 20192017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750106% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject Redemption Date, using cash in an amount up to the rights amount of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more a sale of common Equity OfferingsInterests (other than Disqualified Stock) of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30February 15, 20192024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750107.00% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30March 15, 20192007, the Company may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 105.8750108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30Before July 1, 20192006, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30February 1, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price of 105.8750107.850% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings or from the proceeds of Permitted Affiliate Subordinated Debt of ACEP; provided that:

Optional Redemption. (a) At any time prior to November 30April 1, 20192005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price of 105.8750111.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, Interest to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; , provided that:

Optional Redemption. (a) At any time prior to November 30December 1, 20192015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30July 15, 20192022, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 105.8750106.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30May 15, 20192005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750109.625% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30July 15, 20192023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 105.8750106.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30February 11, 20192021, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 105.8750107.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30December 15, 20192008, the Company may may, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price of 105.8750equal to 111.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 301, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including additional notes issued after Issue Date) at a redemption price of 105.8750107.375% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to to, but not including, the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30August 15, 2019, 2010 the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750111.750% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30April 1, 20192009, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750107.75% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30April 1, 20192005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750111.25% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; , provided that:

Optional Redemption. (a) At any time prior to November 30August 15, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.875% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30January 15, 20192024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 105.8750105.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30October 15, 20192026, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price of 105.8750107.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the redemption date (subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time or from time to time prior to November 30July 1, 20192012, the Company Company, at its option, may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price of 105.8750Redemption Price equal to 108.875% of the principal amount thereof, plus accrued and unpaid interest thereon and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsRedemption Date; provided that:

Optional Redemption. (a) At any time prior to November 30October 15, 20192009, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750110.75% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time on or prior to November 30October 15, 20192012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture hereunder at a redemption price of 105.8750107.750% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:that (A) at least 65% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and

Optional Redemption. (a) At any time prior to November 30June 15, 2019, 2017 the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes new notes issued under this Indenture the indenture at a redemption price of 105.8750106% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject date, using cash in an amount up to the rights amount of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more a sale of common Equity OfferingsInterests (other than Disqualified Stock) of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30May 15, 20192005, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.875% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Qualified Equity OfferingsOffering; provided that:

Optional Redemption. (a) At any time prior to November 30August 15, 20192010, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750111% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more a sale of common Equity OfferingsInterests (other than Disqualified Stock) of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30May 1, 20192008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued after the issue date) at a redemption price of 105.8750108.0% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to to, but excluding, the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30July 25, 20192008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price of 105.8750108% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time and from time to time prior to November 30[_________], 20192013, the Company Company, at its option, may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes the Securities issued under this the Indenture at a redemption price of 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Qualified Equity OfferingsOfferings at a Redemption Price equal to [___]% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided that:

Optional Redemption. (a) At any time prior to November 30April 1, 20192014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this First Supplemental Indenture (including any Additional Notes), at a redemption price of 105.8750107.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; , provided that:

Optional Redemption. (a) At any time prior to November 30June 1, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price of 105.8750108.125% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided provided, however, that:

Optional Redemption. (a) At any time prior to November 30December 15, 20192014, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture (in- cluding Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price of 105.8750equal to 107.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the redemption date (subject date, in an amount equal to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that:

Optional Redemption. (a) At any time, or from time to time, prior to November 30October 15, 20192008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.8750112.375% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, thereon to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30September 15, 20192014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes issued under this the Indenture (including any Additional Notes) at a redemption price Redemption Price of 105.8750108.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date (Redemption Date, subject to the rights of the Holders of 2019 Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30June 1, 20192006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the First Supplemental Indenture at a redemption price of 105.8750106.125% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30September 15, 20192012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750112% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (date, subject to the rights of the Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30December 15, 20192005, the Company may may, on any one or more occasions redeem occasions, redeem, in whole or in part, up to 35% of the aggregate principal amount of Notes the Notes, including Additional Notes, if any, issued under this Indenture at a redemption price of 105.8750106.875% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, thereon to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided provided, that:

Optional Redemption. (a) At any time prior to November 30June 1, 20192024, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes (including Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price of 105.8750104.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30February 15, 20192016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price of 105.8750107.750% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more a sale of common Equity OfferingsInterests (other than Disqualified Stock) of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30March 15, 20192009, the Company may on any one or more occasions redeem up to 3550% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750105% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts(including special interest, if any, ) to the redemption date (date, subject to the rights of the Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, with the net cash proceeds Net Proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 301, 20192020, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750109.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the redemption date (subject to the rights right of the Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30March 15, 2019, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the 2022 Notes (including 2022 Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price of 105.8750106.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30December 15, 20192009, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750111% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject Redemption Date, using cash in an amount up to the rights amount of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more a sale of common Equity OfferingsInterests (other than Disqualified Stock) of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30August 3, 20192020, upon not less than 30 nor more than 60 days’ prior notice the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750105.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to (but not including) the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more sales of the Capital Stock of the Parent in an Equity OfferingsOffering; provided that:

Optional Redemption. (a) At any time prior to November 30December 15, 20192023, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750103.875% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes to be redeemed to, but excluding, the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings of the Company; provided that:

Optional Redemption. (a) At any time on or prior to November 30April 15, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount at maturity of Notes from time to time originally issued under this Indenture in cash at a redemption price of 105.8750114.75% of the principal amount Accreted Value thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, thereon to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30December 1, 20192016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price of 105.8750105.500% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to (but not including) the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30, 20192009, the Company may on any one or more occasions redeem up to 35% of the aggregate original principal amount of the 2013 Notes issued under this Indenture at a redemption price of 105.8750107.25% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30February 15, 20192016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750107.750% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more a sale of common Equity OfferingsInterests (other than Disqualified Stock) of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30October 1, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including Additional Notes, if any) at a redemption price of 105.8750108.000% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity OfferingsOfferings of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30, 2019, the The Company may on any one or more occasions prior to October 1, 2012, redeem up to 35% of the aggregate original principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 105.8750111.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date applicable Redemption Date (subject to the rights right of the Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30May 15, 20192017, the Company may on any one or more occasions redeem up to 35% of the aggregate original principal amount of Notes issued under this Indenture at a redemption price of 105.8750109.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including the redemption date (subject to the rights right of the Holders on the relevant record date to receive interest due on an Interest Payment Date that is not on or prior to the relevant interest payment redemption date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30June 15, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750107.875% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company; provided that:

Optional Redemption. (a) At any time prior to November 30October 15, 20192006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750111.25% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30December 15, 20192006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30March 15, 20192016, the Company may on any one or more occasions may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture Indenture, at one time or from time to time, at a redemption price of 105.8750equal to 110.0% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the applicable redemption date (subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date), with in an amount not greater than the net cash proceeds of Net Cash Proceeds received by the Company from one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30June 1, 20192008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750100% of the principal amount thereofamount, plus a premium equal to the interest rate per annum on the Notes applicable on the date on which the notice of redemption is given, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30March 15, 20192004, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.125% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30May 1, 20192005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750109.750% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30February 1, 20192024, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes (including Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price of 105.8750106.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30February 1, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of 2022 Notes (including Additional 2022 Notes) issued under this Indenture at a redemption price of 105.8750106.250% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided provided, however, that:

Optional Redemption. (a) At any time prior to November 301, 20192012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes Securities issued under this Indenture (including any Additional Securities) at a redemption price Redemption Price of 105.8750108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, thereon to the redemption date (Redemption Date, subject to the rights of the Holders of Securities on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, with the net cash proceeds Net Cash Proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30May 1, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture at a redemption price Redemption Price of 105.8750105.375% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to (but not including) the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 301, 2019, 2016 the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.500% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings of the Company (or of any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to November 30May 1, 20192005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.375% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more public offerings of its common equity (a "Public Equity OfferingsOffering"); provided that:

Optional Redemption. (a) At any time prior to November 30May 1, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price of 105.8750105.375% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to (but not including) the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 301, 20192021, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750110.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, any to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more a sale of common Equity OfferingsInterests (other than Disqualified Stock) of the Company; provided provided, however, that:

Optional Redemption. (a) At any time prior to November 30Before December 15, 20192006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.375% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30June 1, 20192013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including any additional Notes) issued under this Sixth Supplemental Indenture at a redemption price of 105.8750107.750% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsunpaid, if any, to (but not including) the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30June 1, 20192006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this First Supplemental Indenture at a redemption price of 105.8750106.125% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsunpaid, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30April 15, 20192016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture Indenture, at a redemption price of 105.8750equal to 108.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption date (subject to the rights of the Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount of cash not greater than the net cash proceeds of from one or more Equity OfferingsOfferings by the Company; provided that:

Optional Redemption. (a) At any time prior to November 3015, 20192015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750111% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, thereon to the applicable redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with all or a portion of the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30December 15, 20192008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including any additional Notes) issued under this Fifth Supplemental Indenture at a redemption price of 105.8750106.875% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsunpaid, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30May 1, 20192008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750100% of the principal amount thereof, plus the Applicable Eurodollar Rate on the date of the redemption notice, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30February 1, 20192024, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750105.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more a sale of common Equity OfferingsInterests (other than Disqualified Stock) of the Company; provided that:

Optional Redemption. (a) At any time on or prior to November 30July 15, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.75% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30June 15, 20192014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including the redemption date (subject to the rights right of the Holders on the relevant record date to receive interest due on the relevant an interest payment date that is not on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30August 15, 20192002, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes Securities originally issued under this Indenture at a redemption price of 105.8750112.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 3015, 20192006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company; provided that:

Optional Redemption. (a) At any time prior to November 30December 15, 20192008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the Fifth Supplemental Indenture at a redemption price of 105.8750106.875% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time and from time to time prior to November 30January 29, 20192016, the Company may on redeem Notes with the net cash proceeds received by the Company from any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture Equity Offering at a redemption price of 105.8750equal to 107.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the applicable redemption date (date, subject to the rights right of the Holders on the relevant record date to receive interest due on the relevant interest payment date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including any Additional Notes), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30March 15, 20192004, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.125% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30May 15, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under this Indenture (including Additional Notes) at a redemption price of 105.8750106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30May 1, 20192009, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750109.750% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30April 15, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes, if any) issued under this Indenture at a redemption price of 105.8750109.50% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings of the Company; provided that:

Optional Redemption. (a) At any time prior to November 30May 15, 20192006, the Company may on any one or more occasions redeem an aggregate of up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750106.50% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company; provided that:

Optional Redemption. (a) At any time prior to November 30July 15, 20192006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Series B Notes issued under this Indenture hereunder at a redemption price of 105.8750109.875% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject date, with a contribution to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), Company's common equity capital made with the net cash proceeds of one or more Equity Offeringsa concurrent sale of common stock of Dynegy; provided that:

Optional Redemption. (a) At any time prior to November 30August 1, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including additional notes issued after Issue Date) at a redemption price of 105.8750107.25% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to to, but not including, the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30June 15, 20192005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.875% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30Before January 15, 20192002, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under this Indenture at a redemption price of 105.8750110.375% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages thereon, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30October 1, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750108.375% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings of the Company (or of any Parent, to the extent that such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to November 30April 1, 20192014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this First Supplemental Indenture with the net cash proceeds received by the Company from one or more Equity Offerings at a redemption price of 105.8750equal to 107.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30February 15, 20192009, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750111.250% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company or a contribution to the Company's common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that:

Optional Redemption. (a) At any time prior to November 3015, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750107.000% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30December 1, 20192018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price of 105.8750105.875% of the principal amount thereofamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to (but not including) the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

Optional Redemption. (a) At any time prior to November 30May 15, 20192013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 105.8750equal to 111.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one a sale of Equity Interests (other than Disqualified Stock) of the Company or more Equity Offeringsa contribution to the Company’s common equity capital; provided that:

Optional Redemption. (a) At any time prior to November 30October 15, 20192008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.8750112.00% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the notes to be redeemed to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Public Equity OfferingsOfferings that are concurrently contributed by Holdings to the Company’s common equity capital; provided that:

Optional Redemption. (a) At any time prior to November 3015, 20192013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.8750109% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (date, subject to the rights of the Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: