Common use of Redemption Provisions Clause in Contracts

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to ______. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), ; to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ 1/ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures Securities will not be redeemable prior to maturity.] OR [The New Debentures Securities will not be redeemable prior to _____( ). Thereafter, the New Debentures new Securities will be redeemable on not less 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company Company, at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The Securities; the redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ 1/ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ , shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Securities are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company GTE by the Purchasers.]

Redemption Provisions. [The New Debentures Securities will not be redeemable prior to maturity.] OR [The New Debentures Securities will not be redeemable prior to __________, ____. Thereafter, the New Debentures Securities will be redeemable on not less than 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company GTE, at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesSecurities. The redemption price during the twelve month period beginning ______________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/____ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ , shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Securities are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company GTE by the Purchasers.]] OR [The New Securities may be redeemed on not less than 30 nor more than 60 days notice given as provided in the Indenture, as a whole or from time to time in part, at the option of GTE, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ___ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable At any time or from time to time prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. ThereafterAugust 15, 2017, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as Partnership may redeem all or a whole or in part, at the option part of the Company Notes at a redemption price equal to a “make-whole price” equal to an amount that is the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of (a) the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ such notes at August 15, 2017 and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such full payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), accrued and unpaid interest on such Notes, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following redemption prices, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month periods which shall have elapsed between ___________ and period beginning on August 15 of the date fixed for redemption; years indicated below: Year Redemption Price 2017 105.438 % 2018 103.625 % 2019 101.813 % 2020 and thereafter 100.000 % Prior to August 15, 2017, the Partnership may on one or more occasions redeem up to 35% of the Notes with a cash amount not greater than the amount of net cash proceeds of certain sales of the Partnership’s equity securities at a redemption price of 107.250% of the principal amount, plus accrued and unpaid interest, if any, to the redemption prices during the twelve month periods beginning ____________ shall be 100%; provideddate, however, that all such prices will be specified subject to the nearest 0.01% or if there is no nearest 0.01%, then to limitations described in the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the PurchasersPreliminary Offering Memorandum.]

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to ___. Thereafter, the New Notes will be redeemable on not less than 30 nor more than 60 days’ notice given as provided in the Indenture, as a whole or in part, at the option of the Company at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.] OR [The New Notes will not be redeemable prior to ___. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' ’ notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "“initial regular redemption price" ” will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of 1/___of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days’ notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes (exclusive of interest accrued to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ___basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve-month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/__ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to _____. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' ’ notice given as provided in the Indenture, as a whole or in part, at the option of the Company at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.] OR [The New Notes will not be redeemable prior to . Thereafter, the New Notes will be redeemable on not less than 30 nor more than 60 days’ notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "“initial regular redemption price" ” will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve-month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ 1/ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [Each series of the New Notes may be redeemed on not less than 30 nor more than 60 days’ notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes (exclusive of interest accrued to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to ______. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), ; to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _________. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning _________ and during the twelve twelve-month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in as a percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to ______. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company Verizon Global Funding at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), ; to be paid to the Company Verizon Global Funding by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of Verizon Global Funding, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _________. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning _________ and during the twelve twelve-month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve- month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in as a percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable redeemed prior to _____. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.] OR [The New Notes will not be redeemable prior to ______. Thereafter, the New Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to ______. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior On or after Xxxxx 0, 0000, XXX Energy may redeem all or a part of the Notes, from time to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in parttime, at the option following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes to be redeemed to, but excluding, the applicable redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date), if redeemed during the twelve-month period beginning on March 1 of the Company years indicated below: Year Redemption Price 2020 104.5938 % 2021 103.0625 % 2022 101.5313 % 2023 and thereafter 100.0000 % Prior to Xxxxx 0, 0000, XXX Energy may redeem all or a part of the Notes at a redemption price equal to a “make-whole price,” with such “make-whole price” with respect to any Notes to be redeemed being equal to an amount that is the greater of (i) 100% of the principal amount of such Notes and (ii) the sum of the present values of (a) the redemption price of such Notes at March 1, 2020, as set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ above, and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number remaining scheduled payments of interest from the redemption date to March 1, 2020 (not including any portion of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter payments of interest accrued as of the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified date) discounted back to the nearest 0.01redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points; plus in the case of both (i) and (ii), accrued and unpaid interest on such Notes, if any, to, but excluding, the redemption date. Prior to Xxxxx 0, 0000, XXX Energy may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes outstanding under the Indenture (which may include Additional Notes) with an amount of cash not greater than the amount of net cash proceeds from one or more Equity Offerings at a redemption price equal to 106.125% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if there is no nearest 0.01%any, then on the Notes to be redeemed to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasersdate.]

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to ______. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company Verizon Global Funding at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), ; to be paid to the Company Verizon Global Funding by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of Verizon Global Funding, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to ______. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company Verizon Global Funding at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company Verizon Global Funding by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of Verizon Global Funding, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures Designated Debt Securities will be redeemable on not less 30 nor more than 60 days' notice given as provided redeemable, in the Indenture, as a whole at any time or in partpart from time to time, at the option of the Company Issuer's option, at the a redemption price set forth below. The "initial regular redemption price" will be equal to the initial public offering price as defined below plus the rate of accrued and unpaid interest on the New Debentures. The principal amount being redeemed to the redemption price during date plus the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying greater of (ai) 1/_ 100% of the principal amount by which such initial regular redemption price exceeds 100% by of the senior notes to be redeemed and (bii) the number sum of the present values of the remaining scheduled payments of principal and interest on the Designated Debt Securities to be redeemed (not including any portion of such full payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve month periods which shall have elapsed between ___________ 30-day months) at the treasury rate, plus 20 basis points, as more fully described under the Caption "Description of the Senior Notes--Optional Redemption" in the Prospectus Supplement, dated January 7, 2002, with respect to the Designated Debt Securities. Sinking Fund Provisions: None. Additional Closing Conditions: None. Names and Addresses of Representatives: Salomon Smith Barney Inc. J.P. Morgan Securities Inc. c/o Sxxxxxx Xxxxx Barney Inc. 300 Xxxxxxxxh Street New York, Nex Xxxx 00000 Attn: Generax Xxxxxxx Xxxxxxxxx Xx. 000-000-0000 Xxxxx Terms: Each of the Issuer and the date fixed for redemption; Company xxxxxxxxxxxx that (i) the sentences related to concessions and thereafter reallowances in the redemption prices during third paragraph, (ii) the twelve month periods beginning ____________ shall be 100%; providedeighth paragraph (related to stabilization, howeversyndicate covering transactions and penalty bids) and (iii) the last sentence in the ninth paragraph, that all such prices will be specified to in each case under the nearest 0.01% heading "Underwriting" in the Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices on behalf of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasersseveral Underwriters.]

Redemption Provisions. [The New Debentures Securities will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The applicable to redemptions to and including (the "initial regular redemption price" ") will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The Securities; the redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ 1/ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ , and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ , shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Securities are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company GTE by the Purchasers.. None of the New Securities may be called for redemption at the option of GTE prior to if such redemption is for the purpose or in anticipation of refunding any New Securities by the application, directly or indirectly, of funds borrowed by GTE at an annual cost of money (calculated in accordance with generally accepted financial practice) less than the annual cost of money to GTE resulting from the sale of the New Securities to the Purchasers. (If Applicable)]