Common use of Redemption Clause in Contracts

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Redemption. Except as set forth below, the Securities will The Notes are not be redeemable at the option of the Company prior to May April 1, 20032002. On and after such dateThereafter, the Securities Notes will be redeemable, subject to redemption at the option of the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days calendar days' prior notice notice, at the redemption prices (but expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, and Additional Interest, if any, to the applicable Redemption Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning April 1 of the years indicated below: YEAR Percentage ---- ---------- 2002 105.125% 2003 103.417% 2004 101.708% 2005 and thereafter 100.000% Notwithstanding the foregoing, at any time prior to April 1, 2000, the Company, at its option, may redeem up to 35% of the aggregate principal amount of the Notes originally issued, in no event part, with the net proceeds of one or more than 30 days after Public Equity Offerings made by the occurrence Company or of such Change a capital contribution made by the Parent to the common equity capital of Control) mailed the Company with the net proceeds of one or more Public Equity Offerings made by first- class mail to each holder's registered addressthe Parent, at a redemption price equal to 100110.25% of the aggregate principal amount thereof plus the Applicable Premium as of, and together with accrued and unpaid interestinterest and Additional Interest, if any, to, to the date of the redemption (payment; provided, however, that after such redemption, the "Redemption Date") (subject to aggregate -------- ------- principal amount of the right Notes outstanding must equal at least 65% of Holders the aggregate principal amount of record on the relevant record Notes originally issued and provided, further, -------- ------- that such redemption shall occur within 60 days of the date to receive interest due on the relevant interest payment date)of closing such Public Equity Offering.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company (a) At any time prior to May November 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, in whole or in part, at any time 2015 upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001days’ notice, the Company may redeem the 6% Notes in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one whole or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionin part, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as ofMake-Whole Premium, and together with accrued and unpaid interestinterest thereon, if any, to, to the date of redemption (the "applicable Redemption Date") Date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable Redemption Date). (b) At any time on or after November 1, 2015, upon not less than 30 days’ notice nor more than 60 days’ notice, the Company may redeem the 6% Notes for cash at its option, in whole or in part, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing November 1 of the years indicated below, in each case, together with accrued and unpaid interest, if any, thereon to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest payment date)due on an Interest Payment Date that is on or prior to the applicable Redemption Date): Year Percentage 2015 103.000 % 2016 102.000 % 2017 101.000 % 2018 and thereafter 100.000 % (c) Prior to November 1, 2013, the Company may redeem from time to time up to 35% of the aggregate principal amount of the 6% Notes outstanding at a Redemption Price equal to 106.000% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable Redemption Date) with the Net Cash Proceeds of one or more Equity Offerings; provided, that at least 65% of the aggregate principal amount of the 6% Notes originally issued on the Series Issue Date remain outstanding after such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated. (d) The 6% Notes will not have the benefit of any sinking fund. (e) Notice of a redemption of the 6% Notes made pursuant to this Section 1.03 shall be given in the manner set forth in Section 3.3 of the Indenture; provided, however, that any such notice need not set forth the Redemption Price but need only set forth the calculation thereof as described in subsection (a) of this Section 1.03. The Redemption Price, calculated as aforesaid, shall be set forth in an Officer’s Certificate delivered by the Company to the Trustee no later than one Business Day prior to the Redemption Date. (f) The Company is not prohibited from acquiring the 6% Notes by means other than a redemption, whether pursuant to an issuer tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture.

Redemption. Except as set forth below(a) At any time prior to February 15, 2018, the Securities will not be redeemable at Issuers may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time their option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered address, at Holder of the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest Notes to the redemption date (subject to the right address of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem such Holder appearing in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionNotes Register, at a redemption price (expressed as a percentage percentages of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior Notes to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Controlredeemed) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, to but excluding the date of redemption (the "“Redemption Date") (”), subject to the right rights of Holders holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to February 15, 2018, the Issuers may redeem the Notes with the net cash proceeds received by an Issuer from any Equity Offering at a redemption price equal to 107.875% plus accrued and unpaid interest, if any, to the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuers or any of their Restricted Subsidiaries). The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Issuers’ option prior to February 15, 2018. (d) At any time and from time to time on or after February 15, 2018, the Issuers may redeem the Notes in whole or in part, upon not less than 15 nor more than 60 days’ notice, with a copy to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on February 15 of the year indicated below: 2018 103.938 % 2019 101.969 % 2020 and thereafter 100.000 % (e) Notice of any redemption of the Notes may, at the Issuers’ discretion, be given prior to the completion of a transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. (f) If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest up to the redemption date will be paid on the redemption date to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuers. (g) Unless the Issuers defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.

Redemption. Except as set forth belowbelow or in the penultimate paragraph of Section 3.9 of the Indenture, the Securities will not be redeemable at the option of the Company Issuer prior to May August 1, 20032014. On and after such date, the Securities will be redeemable, at the Company's Issuer’ option, in whole or in part, at any time upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail to each holder's Holder’s registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest (including Additional Interest) to the redemption date applicable Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May August 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2014 105.438 % 2004 103.083 2015 103.625 % 2005 101.542 2016 101.813 % 2006 2017 and thereafter 100.000 % In addition, at any time and from time to time on or prior to May August 1, 20012014, the Company Issuer may redeem in the aggregate up to 35% of the original principal amount of the Securities (calculated after giving effect to any issuance of Additional Notes) with the proceeds Net Cash Proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250107.250% of the principal amount thereof, plus accrued and unpaid interestinterest (including Additional Interest), if any, to the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that that: (1) at least 65% of the original principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; provided further, however, that and (2) each such redemption occurs within 90 180 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of If a Change of ControlControl occurs at any time prior to January 1, 2013, the Issuer may, at its option, redeem all, but not less than all, of the Securities upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 110.0% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). If the Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest (including Additional Interest), if any, will be paid on such Redemption Date to the Person in whose name the Security is registered at the close of business on such record date, and no Additional Interest will be payable to Holders whose Securities will be subject to redemption by the Issuer. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the of the principal national securities exchange, if any, on which such Securities are listed, or, if such Securities are not so listed, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no Security of $2,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the Redemption Date, interest will cease to accrue on Securities or portions thereof called for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. In addition, at any time prior to August 1, 2014, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- first-class mail to each holder's Holder’s registered address, the Issuer may redeem the Securities, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to, to the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Redemption. Except as set forth belowOn or after May 15, 2019, the Securities will not be redeemable Issuers may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 2019 104.625 % 2004 103.083 2020 102.313 % 2005 101.542 % 2006 2021 and thereafter 100.000 % In addition, prior to May 15, 2019, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by the Issuers by first-class mail to each holder’s registered address, or delivered electronically if held by DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time prior to May 115, 20012019, the Company Issuers may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities with Notes (calculated after giving effect to any issuance of Additional Notes) in an amount equal to the net cash proceeds of one or more Equity Offerings received by, or invested in, (1) by the Company so long as there is a Public Market at or (2) by any direct or indirect parent of the time Company to the extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% %, plus accrued and unpaid interestinterest to, if anybut excluding, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6550% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 nor more than 60 days days’ notice mailed by the Issuers to each holder of Notes being redeemed to each such holder’s registered address, or delivered electronically if held by DTC, and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof, and any such redemption or notice (may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in no the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event more that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. For the avoidance of doubt, if any redemption date shall be delayed pursuant to this Paragraph 5 and the terms of the applicable notice of redemption, such redemption date as so delayed may occur at any time after the original redemption date set forth in the applicable notice of redemption and after the satisfaction of any applicable conditions precedent, including, without limitation, on a date that is less than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a original redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, date or more than 60 days after the date of the applicable notice of redemption. In addition, the Issuers may provide in such notice that payment of the redemption (price and performance of the "Redemption Date") (subject Issuers’ obligations with respect to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)such redemption may be performed by another Person.

Redemption. Except as set forth belowOn or after July 15, 2021, the Securities will not be redeemable Issuers may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered addressas described in Paragraph 8 of this Note, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 July 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2021 103.500 % 2004 103.083 2022 101.750 % 2005 101.542 % 2006 2023 and thereafter 100.000 % In addition, prior to July 15, 2021, the Issuers may redeem the Notes at their option, in whole at any time and or in part from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 nor more than 60 days prior notice (but as described in no event more than 30 days after the occurrence Paragraph 8 of such Change of Control) mailed by first- class mail to each holder's registered addressthis Note, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time prior to July 15, 2021 the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount not to exceed the amount of net cash proceeds of one or more Equity Offerings (1) by the Dutch Issuer or (2) by any direct or indirect parent of the Dutch Issuer (including Holdings and Parent) to the extent the net cash proceeds thereof are contributed to the common equity capital of the Dutch Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Dutch Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 107.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest payment datedue on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed by the Dutch Issuer to each holder of Notes being redeemed, or delivered electronically if held by DTC, and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, Incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Dutch Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event.

Redemption. Except as set forth below, The Company shall have the Securities will not be redeemable at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemableright, at the Company's ’s option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered addresstime, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior time, on a Redemption Date on or after March 15, 2013, to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount all or any part of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, payable in cash equal to the redemption date Optional Redemption Price plus (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% Section 3.01(G) of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of ControlIndenture) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date before March 15, 2013, to redeem all or any part of the Securities at a price payable in cash equal to the Provisional Redemption Price plus (subject to Section 3.01(G)) accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Pursuant to Section 3.01(F) of the Indenture, the Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date before March 15, 2013, to redeem all or any part of the Securities at a price payable in cash equal to the Equity Offering Redemption Price plus (subject to Section 3.01(G) of the Indenture) accrued and unpaid interest, if any, to, but excluding, the Redemption Date; provided, however, that no such Redemption shall be made pursuant to Section 3.01(F) of the Indenture unless: (i) such Equity Offering Redemption Price and accrued and unpaid interest are paid solely from the proceeds of one or more Equity Offerings; (ii) the aggregate principal amount of Securities to be redeemed pursuant to such Redemption, when taken together with the aggregate principal amount of Securities theretofore redeemed pursuant to Section 3.01(F) of the Indenture, may in no event exceed 35% of the principal amount of the Securities initially issued pursuant thereto on the Issue Date; (iii) at least 65% of the original Securities outstanding immediately prior to such Redemption will remain outstanding immediately after giving effect to such Redemption; and (iv) such Redemption Date cannot occur on a date that is more than 90 days after the date of redemption (closing of the "earliest Equity Offering the proceeds of which are to be used to pay such Equity Offering Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Price and accrued and unpaid interest.

Redemption. Except as set forth belowOn or after April 15, 2022, the Securities will not be redeemable Issuers may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 15 days’ nor more than 60 days days’ prior notice mailed by first-the Issuer by first class mail mail, or delivered electronically if the Notes are held by DTC, to each holder's ’s registered addressaddress and upon not less than 15 days’ nor more than 60 days’ prior written notice to the First Lien Trustee (or such shorter period as may be agreed by the First Lien Trustee), at (i) the following redemption prices (expressed in percentages as a percentage of principal amount), plus (ii) accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 April 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2022 105.000% 2004 103.083 2023 102.500% 2005 101.542 % 2006 2024 and thereafter 100.000 100.000% In addition, prior to April 15, 2022, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, upon not less than 15 days’ nor more than 60 days’ prior notice mailed by the Issuer by first-class mail, or delivered electronically if the Notes are held by DTC, to each holder’s registered address and upon not less than 15 days’ nor more than 60 days’ prior written notice to the First Lien Trustee (or such shorter period as may be agreed by the First Lien Trustee), at (i) a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 1April 15, 20012022, the Company Issuers may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings received by, (1) by the Issuer or invested in, (2) by any direct or indirect parent of the Company so long as there is a Public Market at Issuer to the time extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at (i) a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 110.000%, plus (ii) accrued and unpaid interestinterest to, if anybut excluding, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6560% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 15 days’ nor more than 60 days prior days’ notice (but in no event mailed, or delivered electronically if the Notes are held by DTC, by the Issuer to each holder of Notes and upon not less than 15 days’ nor more than 30 days after 60 days’ prior written notice to the occurrence First Lien Trustee (or such shorter period as may be agreed by the First Lien Trustee) being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such Change of Control) mailed by first- class mail to each holder's registered addressredemption described above or notice thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption price equal to 100% upon completion of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)an Equity Offering.

Redemption. Except as set forth belowOn or after April 15, 2016 the Securities will not be redeemable Issuers may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail to each holder's ’s registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to and Additional Interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 April 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2016 105.531 % 2004 103.083 2017 103.688 % 2005 101.542 2018 101.844 % 2006 2019 and thereafter 100.000 % In addition, prior to April 15, 2016, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 1April 15, 20012016, the Company Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) with an amount equal to the net cash proceeds of one or more Equity Offerings received by, (1) by Holdings or invested in, (2) by any direct or indirect parent of Holdings to the Company so long as there is a Public Market at extent the time net cash proceeds thereof are contributed to the common equity capital of such redemptionHoldings or are used to purchase Capital Stock (other than Disqualified Stock) of Holdings, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 107.375%, plus accrued and unpaid interestinterest and Additional Interest, if any, to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6550% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 180 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 nor more than 60 days days’ notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice (may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but in no event more than 30 days after not limited to, completion of the occurrence of such related Equity Offering. If a Change of Control) mailed by first- class mail Control occurs at any time on or prior to each holder's registered addressJuly 15, 2014, the Issuers may, at their option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100110.0% of the principal amount thereof of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date of redemption (the "Redemption Date") (subject to the right rights of Holders holders of record Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date). If the Issuers elect to exercise this redemption right, they must do so by mailing a redemption notice to each holder with a copy to the Trustee within 60 days following the Change of Control (or, at the Issuers’ option, prior to such Change of Control but after the transaction giving rise to such Change of Control is publicly announced). Any such redemption may be conditioned upon the Change of Control occurring if the notice is mailed prior to the Change of Control. If the Issuers exercise this Change of Control redemption right, they may elect not to make the Change of Control Offer described under Section 4.08 unless they default in payments due upon redemption.

Redemption. Except as set forth belowOn or after the first anniversary of the Issue Date, the Securities will not be redeemable Issuers may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC, at the following redemption prices (expressed in percentages as a percentage of principal amountamount (including any increase in the principal amount as a result of a PIK Payment)), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 the anniversary of the Issue Date of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2020 102.000 % 2004 103.083 2021 101.000 % 2005 101.542 % 2006 2022 and thereafter 100.000 % In addition, prior to the first anniversary of the Issue Date, the Issuers may redeem the Notes at their option, in whole at any time and or in part from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to the first anniversary of the Issue Date, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes and PIK Notes) in an amount equal to the amount of net cash proceeds of one or more Equity Offerings (1) by Holdings or the Company or (2) by any direct or indirect parent of Holdings or the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 114%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest payment datedue on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes and PIK Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed by the Issuers to each holder of Notes being redeemed, or delivered electronically if held by DTC, and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, Incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company At any time prior to May November 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, in whole or in part, at any time 2015 upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001days’ notice, the Company may redeem the 6% Securities in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one whole or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market in part at the any time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium Make-Whole Premium, together with accrued and unpaid interest thereon, if any, to the applicable Redemption Date Notice of a redemption of the 6% Securities made pursuant to this paragraph 5 shall be given in the manner set forth in Section 3.3 of the Indenture; provided however, that any such notice need not set forth the Redemption Price but need only set forth the calculation thereof as ofdescribed in the immediately preceding sentence of this paragraph 5. The Redemption Price, and calculated as aforesaid, shall be set forth in an Officer’s Certificate delivered by the Company to the Trustee no later than one Business Day prior to the Redemption Date. At any time on or after November 1, 2015, upon not less than 30 days’ notice nor more than 60 days’ notice, the Company may redeem the 6% Securities for cash at its option, in whole or in part, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing November 1 of the years indicated below, in each case, together with accrued and unpaid interest, if any, to, thereon to the date of redemption (the "applicable Redemption Date") Date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable Redemption Date): Year Percentage 2015 103.000 % 2016 102.000 % 2017 101.000 % 2018 and thereafter 100.000 % Prior to November 1, 2013, the Company may redeem from time to time up to 35% of the aggregate principal amount of the 6% Securities outstanding at a Redemption Price equal to 106.000% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest payment date)due on an Interest Payment Date that is on or prior to the applicable Redemption Date) with the Net Cash Proceeds of one or more Equity Offerings; provided, that at least 65% of the aggregate principal amount of the 6% Securities originally issued on the Series Issue Date remain outstanding after such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated. The Company is not prohibited from acquiring the 6% Securities by means other than a redemption, whether pursuant to an issuer tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture. The 6% Securities will not have the benefit of a sinking fund.

Redemption. Except as set forth belowOn or after June 1, 2019, the Securities will not be redeemable Company may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail mail, or delivered electronically if held by The Depository Trust Company (“DTC”), to each holder's ’s registered addressaddress (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May June 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2019 102.750 % 2004 103.083 2020 101.833 % 2005 101.542 2021 100.917 % 2006 2022 and thereafter 100.000 % In addition, prior to June 1, 2019, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if held by DTC, to each holder’s registered address (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May June 1, 20012019, the Company may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings received by, or invested in, (1) by the Company so long as there is a Public Market at or (2) by any direct or indirect parent of the time Company to the extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Company or are used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 105.50%, plus accrued and unpaid interestinterest to, if anybut excluding, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6560% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 nor more than 60 days days’ notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if held by DTC, to the registered address of each holder of Notes being redeemed (with a copy to the Trustee) and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such redemption described above or notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressthereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption price equal to 100% upon completion of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)an Equity Offering.

Redemption. Except as set forth belowUpon the occurrence and continuation of a Special Event, the Securities will not be redeemable at Company shall have the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, in whole or in partright, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of ControlSpecial Event, to redeem this Debenture in whole (but not in part) mailed by first- class mail to each holder's registered address, at a redemption purchase price equal to 100% of the principal amount thereof to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, including contingent interest, if any, to, to the date of redemption (the "“Redemption Date") (subject Price”). In addition, the Company shall have the right to redeem the Debentures, in whole or in part, on one or more occasions at any time on or after June 15, 2009, upon not less than 30 days and not more than 60 days’ notice, at the Redemption Price. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines; provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 12:00 noon, New York time on the date such Redemption Price is to be paid. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the right of Holder. Notwithstanding the foregoing, the Holders of record at least a majority in aggregate principal amount of the Debentures may agree to reduce the notice period to not less than five days. If the Debentures are only partially redeemed by the Company pursuant to an optional redemption described in the preceding paragraph, the Trustee will select the Debentures to be redeemed among the Holders of the Debentures in compliance with the requirements of the principal national securities exchange, if any, on which the relevant record date to receive interest due Debentures are listed or, if the Debentures are not so listed, on a pro rata basis, by lot or in accordance with any other method the relevant interest payment date)Trustee considers fair and appropriate.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company prior to May 1, 2003. (a) On and after such dateJanuary 15, 2015, the Securities will be redeemableIssuer may redeem the Notes, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-first class mail to each holder's Holder’s registered addressaddress or otherwise in accordance with the procedures of the DTC, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If ), if redeemed during the 12-month period commencing on May 1 January 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2015 104.125 % 2004 103.083 2016 102.063 % 2005 101.542 % 2006 2017 and thereafter 100.000 % In addition% (b) At any time prior to January 15, 2015, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). (c) At any time and from time to time on or prior to May 1January 15, 20012015, the Company Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings received by(1) by the Issuer or (2) by Holdings or any other direct or indirect parent of the Issuer, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or invested in, used to purchase Capital Stock (other than Disqualified Stock) of the Company so long as there is a Public Market at the time of such redemptionIssuer from it, at a redemption price (expressed as a percentage of the principal amountamount thereof) of 109.250equal to 108.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided and provided, further, however, that each such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated. (d) Unless the Issuer defaults in the payment of the date redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option Article V of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Redemption. Except as set forth belowPrior to December 15, 2014, the Securities will not be redeemable Issuer may, at the option its option, upon notice as described under Section 3.03 of the Company prior Indenture, on one or more occasions redeem up to May 1, 2003. On and after such date, 35% of the Securities will be redeemable, aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 107.125% of the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at aggregate principal amount of the following redemption prices (expressed in percentages of principal amount)Notes, plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In additionAdditional Interest, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interestthereon, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Public Equity Offerings; provided that (a) at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 90 days of the date of closing of each such Public Equity Offering. On and after December 15, 2016, the Issuer may redeem the Notes, in whole or in part, upon notice as described under Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon and Additional Interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on December 15 of each of the years indicated in the table below: 2016 103.563 % 2017 102.375 % 2018 101.188 % 2019 and thereafter 100.000 % Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. At any time prior to December 15, 2016, the Issuer may redeem all or a part of the Notes, upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

Redemption. Except as set forth belowOn or after November 15, 2019, the Securities will not be redeemable Issuer may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by the Issuer by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 November 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2019 106.469% 2004 103.083 2020 104.313% 2005 101.542 2021 102.156% 2006 2022 and thereafter 100.000 100.000% In addition, prior to November 15, 2019, the Issuer may redeem the Notes at its option, in whole at any time and or in part from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- the Issuer by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time prior to November 15, 2019, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount equal to the amount of net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 108.625%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest payment datedue on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed by the Issuer to each holder of Notes being redeemed, or delivered electronically if held by DTC, and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event.

Redemption. Except as set forth belowbelow or in the penultimate paragraph of Section 3.9 of the Indenture, the Securities will not be redeemable at the option of the Company Issuer prior to May August 1, 20032014. On and after such date, the Securities will be redeemable, at the Company's Issuer’s option, in whole or in part, at any time upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail to each holder's Holder’s registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest (including Additional Interest) to the redemption date applicable Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May August 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2014 105.438 % 2004 103.083 2015 103.625 % 2005 101.542 2016 101.813 % 2006 2017 and thereafter 100.000 % In addition, at any time and from time to time on or prior to May August 1, 20012014, the Company Issuer may redeem in the aggregate up to 35% of the original principal amount of the Securities (calculated after giving effect to any issuance of Additional Notes) with the proceeds Net Cash Proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250107.250% of the principal amount thereof, plus accrued and unpaid interestinterest (including Additional Interest), if any, to the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that that: (1) at least 65% of the original principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; provided further, however, that and (2) each such redemption occurs within 90 180 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of If a Change of ControlControl occurs at any time prior to January 1, 2013, the Issuer may, at its option, redeem all, but not less than all, of the Securities upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 110.0% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). If the Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest (including Additional Interest), if any, will be paid on such Redemption Date to the Person in whose name the Security is registered at the close of business on such record date, and no Additional Interest will be payable to Holders whose Securities will be subject to redemption by the Issuer. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the of the principal national securities exchange, if any, on which such Securities are listed, or, if such Securities are not so listed, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no Security of $2,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the Redemption Date, interest will cease to accrue on Securities or portions thereof called for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. In addition, at any time prior to August 1, 2014, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- first-class mail to each holder's Holder’s registered address, the Issuer may redeem the Securities, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to, to the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Redemption. Except as set forth below, the Securities Notes will not be redeemable at the option of the Company prior to May 1December 15, 20032008. On and after such date, the Securities Notes will be redeemable, at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holderHolder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In additionAdditional Interest, at any time and from time to time prior to May 1if any, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interestthereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date) if redeemed during the 12-month period commencing on December 15 of the years indicated below: 2008 104.375 % 2009 102.188 % 2010 and thereafter 100.000 % Notes will also be redeemable, in whole or in part, at the option of the Company at any time or from time to time, prior to December 15, 2008, at the Make-Whole Price. The notice of redemption with respect to the foregoing redemption need not set forth the Make-Whole Price but only the manner of calculation thereof. The Company will notify the Trustee of the Make-Whole Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. In addition, at any time and from time to time prior to December 15, 2007, the Company may redeem in the aggregate up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes) with the net cash proceeds of one or more Equity Offerings received by the Company at a redemption price (expressed as a percentage of principal amount) of 108.75% plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that (1) at least 65% of the aggregate principal amount of the Notes, including any Additional Notes, remains outstanding after each such redemption and (2) each such redemption occurs within 120 days of the date of closing of such Equity Offering. Notice of any redemption upon an Equity Offering may be given prior to the completion of the related Equity Offering, and any such redemption or notice may at the Company's discretion, be subject to one or more conditions precedent, including completion of the related Equity Offering. If the optional Redemption Date is on or after an interest record date and on or before the related interest payment date), the accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, although no Notes of $1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company (a) At any time prior to May 1, 2003. On and after such date2015, the Securities will be redeemable, at Issuer may redeem the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-first class mail mail, postage prepaid, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in as percentages of principal amount)amount of the Notes to be redeemed) equal to 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1, 20012014, the Company may redeem Issuer may, at its option, on one or more occasions, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Notes issued under this Indenture at a redemption price (expressed as a percentage percentages of principal amountamount of the Notes to be redeemed) equal to 108.625% of 109.250% the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, thereon, if any, to but excluding the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Issuer of one or more Equity Offerings of the Issuer; provided, however, provided that at least not less than 65% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Issuer or any of its Restricted Subsidiaries); provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. At any time on or The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to May 1, 20032015. (d) At any time and from time to time on or after May 1, 2015, the Securities Issuer may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after by first class mail, postage prepaid, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon and Additional Interest, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on May 1 of each of the years indicated in the table below: Period Percentage 2015 104.313 % 2016 102.156 % 2017 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth belowin the next two paragraphs, the Securities will may not be redeemable at the option of the Company redeemed prior to May 1July 15, 20032001. On and after such that date, the Company may redeem the Securities will be redeemable, at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail or in part from time to each holder's registered address, time at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest interest, if any, to the redemption date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant related interest payment date): If ), if redeemed during the 12-month period commencing beginning on May 1 July 15 of the years set forth below: PERIOD REDEMPTION PRICE Redemption Period Price ------ ---------------- 2003 104.625 ---------- 2001....................................... 105.000% 2004 103.083 2002....................................... 102.500% 2005 101.542 2003....................................... 100.000% 2006 and thereafter 100.000 % In additionNotwithstanding the foregoing, at any time and from time to time prior to May 1July 15, 20012000, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Public Equity Offerings received by, or invested in, by the Company so long as there is a Public Market at the time of such redemptionCompany, at a redemption price (expressed as a percentage of principal amount) of 109.250110% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the The Securities may also be redeemed as a whole redeemed, at the option of the Company upon the occurrence of a Change of ControlCompany, upon in whole but not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addresspart, at any time, at a redemption price equal to 100% of the outstanding principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, to the redemption date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and including Additional Amounts payable in respect of such payment, if the Company determines and certifies to the Trustee immediately prior to the giving of such notice that as a result of any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of Mexico or any political subdivision thereof or taxing authority therein, or any amendment to or change in an official interpretation or application regarding such laws, regulations or rulings, which amendment, change, application or interpretation becomes effective on or after July 15, 1997, the Company pays, or would be obligated for reasons outside its control, and after taking reasonable measures available to it to avoid such obligation, to pay, Additional Amounts in respect of any Security pursuant to the terms and conditions thereof which exceed the Additional Amounts that would have been payable if Mexican withholding tax at a rate of 15% would be imposed on payments of interest or amounts deemed to be interest to Holders ("Excessive Additional Amounts"); provided, however, that (i) notice of such redemption shall not be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, be obligated to pay such Excessive Additional Amounts and (ii) at the time such notice is given, the Company's obligation to pay such Additional Amounts (including any Excessive Additional Amounts) remains in effect; provided further, however, that such notice shall not be deemed effectively given if on the date on which the notice is given, the Company no longer has an obligation to pay Excessive Additional Amounts as a result of a subsequent change in law.

Redemption. Except as set forth below(a) At any time prior to February 15, 2022, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in percentages as a percentage of the principal amount)amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1February 15, 20012022, the Company may redeem on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540.0% of the original principal amount of Notes issued under the Securities Indenture on the Issue Date (together with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Additional Notes) at a redemption price (expressed as a percentage of the principal amountamount of Notes to be redeemed) of 109.250% equal to 106.875%, plus accrued and unpaid interest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided, however, provided that at least 65not less than 50.0% of the original principal amount of the Securities must remain then-outstanding Notes initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such notes are redeemed substantially concurrently; provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be redeemable at the Company’s option prior to February 15, 2022. (d) At any time and from time to time on or prior to May 1after February 15, 20032022, the Securities Company may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 10 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on February 15 of each of the years indicated in the table below: 2022 103.438 % 2023 101.719 % 2024 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Asset Disposition Offer, Collateral Asset Sale Offer or Collateral Advance Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Section 5.1 through 5.6 of the Indenture. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company (a) At any time prior to May 1, 2003. On and after such date2018, the Securities will be redeemable, at Issuer may redeem the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in as percentages of principal amount)amount of the Notes to be redeemed) equal to 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1, 20012018, the Company may redeem Issuer may, at its option, on one or more occasions, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Notes issued under this Indenture at a redemption price (expressed as percentages a percentage of the principal amountamount of the Notes to be redeemed) equal to 111.00% of 109.250% the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to but excluding the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds (other than any Capital Event Proceeds) received by the Issuer of one or more Equity Offerings of the Issuer; provided, however, provided that at least not less than 65% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Issuer or any of its Restricted Subsidiaries); provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. At The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. For the avoidance of doubt, the Issuer shall not be permitted to redeem Notes pursuant to this paragraph 7(b) in connection with, or as a result of, any time on or Capital Event. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Issuer’s option prior to May 1, 20032018. (d) At any time and from time to time on or after May 1, 2018, the Securities Issuer may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated in the table below: 2018 108.250 % 2019 105.500 % 2020 102.750 % 2021 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party shall have the right upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (other than an Event of Default arising from a failure to comply with Section 3.10 of the Indenture) on or after May 1, 2018, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes, in effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (other than an Event of Default arising from a failure to comply with Section 3.10 of the Indenture) prior to May 1, 2018, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes accelerated. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (other than an Event of Default arising from a failure to comply with Section 3.10 of the Indenture and), including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law), the premium applicable with respect to an optional redemption of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. In the event of a premium applicable with respect to an optional redemption of the Notes becoming payable because an Event of Default described above has occurred and is continuing, the applicable premium shall automatically be cancelled if the Event of Default triggering such premium shall be remedied or cured or waived by the holders of the Indebtedness. It being understood that if a subsequent Event of Default occurs, the Notes would be entitled to the protections afforded by the preceding two paragraphs. (h) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. Except as set forth in paragraph 5 above, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company At any time prior to May 115, 20032015, the Company may redeem all or a part of the Securities, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, or additional interest, to the Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). On and after such dateMay 15, 2015, the Securities will be redeemable, at the Company's ’s option, in whole or in part, at any time from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail to each holder's registered addressnotice, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest interest, if any, or additional interest, to the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date): If ), if redeemed during the 12-month period commencing on May 1 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2015 105.156 % 2004 103.083 2016 103.438 % 2005 101.542 2017 101.719 % 2006 2018 and thereafter 100.000 % In addition, at any time and from time to time prior to May 115, 20012015, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities (after giving effect to any future issuance of Additional Securities) with the proceeds Net Cash Proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250106.875% of the principal amount thereof, plus accrued and unpaid interest, if any, or additional interest, to the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities (after giving effect to any future issuance of Additional Securities) must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At In addition, at any time on or and from time to time prior to May 115, 20032015, but not more than once in any twelve-month period, the Securities Company may also be redeemed as a whole at redeem in the option aggregate, up to 10% of the Company upon original aggregate principal amount of the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, notes at a redemption price equal to 100% (expressed as a percentage of the principal amount thereof thereof) of 103%, plus the Applicable Premium as of, and accrued and unpaid interestinterest on the Securities, if any, to, or additional interest to the date of redemption (the "Redemption Date") Date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date). If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Security is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Securities will be subject to redemption by the Company. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no Securities of $2,000 in original principal amount or less will be redeemed in part. Any such notice to the Trustee may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the redemption date, interest will cease to accrue on Securities or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company (a) At any time prior to May 1, 2003. On and after such date2027, the Securities will be redeemable, at Issuer may redeem the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in percentages as a percentage of the principal amount)amount of the Notes to be redeemed) equal to 101.00% plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1, 20012025, the Company Issuer may redeem on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3535.0% of the original aggregate principal amount of Notes issued under the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Indenture at a redemption price (expressed as a percentage of the principal amountamount of Notes to be redeemed) of 109.250% equal to 110.2500%, plus accrued and unpaid interest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds received by the Issuer of one or more Equity Offerings of the Issuer; provided, however, provided that at least 65not less than 60.0% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (calculated after giving effect to the issuance of any Additional Notes as permitted under the Indenture, but excluding Notes held by the Company or any of its Restricted Subsidiaries, unless all such Notes are redeemed substantially concurrently); provided further, however, further that each such redemption occurs within not later than 90 days of after the date of closing of such the related Equity Offering. At any time on or The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.5 of the Indenture. (c) Except pursuant to clauses (a), (b) and (g) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to May 1, 20032027. (d) At any time and from time to time on or after May 1, 2027, the Securities Issuer may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 10 (or, in the case of any redemption prior to May 1, 2027, not less than 30 days) nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on May 1 of each of the years indicated in the table below: Year Percentage 2027 105.1250 % 2028 102.5625 % 2029 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) In addition, the Company may, at its option, redeem in the aggregate up to 10% of the aggregate principal amount of the Initial Notes during the period from, and including, May 1, 2025 to, but excluding May 1, 2027, at a redemption price equal to 105.125% of the notes to be redeemed, plus accrued and unpaid interest thereon to the relevant redemption date. (h) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.5 of the Indenture.

Redemption. Except as set forth below(a) At any time prior to June 15, 2024, the Securities will Issuers may redeem the Notes in whole or in part, at their option, upon not be redeemable less than 10 nor more than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at the option a redemption price equal to 100% of the Company prior to May 1principal amount of such Notes redeemed plus the Applicable Premium as of, 2003. On and after such dateaccrued and unpaid interest, if any, to, but not including, the Securities will be redeemabledate of redemption (the “Redemption Date”), at subject to the Company's optionrights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time on or after June 15, 2024, the Issuers may redeem the Notes, in whole or in part, at any time their option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but not including, the redemption date (Redemption Date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If , if redeemed during the 12-twelve month period commencing beginning on May 1 June 15 of the years year set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 Redemption period Price 2024 102.375 % 2004 103.083 2025 101.188 % 2005 101.542 % 2006 2026 and thereafter 100.000 % In addition, at % (c) At any time and from time to time prior to May 1June 15, 20012024, the Company Issuers may redeem in the aggregate up to 35% of the original principal amount of the Securities Notes with the net cash proceeds of one or more received by the Issuers from any Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Offering at a redemption price (expressed as a percentage of principal amount) of 109.250equal to 104.750% plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, in an aggregate principal amount for all such redemptions not to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65exceed 40% of the original aggregate principal amount of the Securities must remain outstanding after each such redemptionNotes (including Additional Notes); provided further, however, that (1) in each such case the redemption occurs within 90 takes place not later than 180 days after the closing of the date of closing of such related Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option and (2) not less than 50% of the Company upon original aggregate principal amount of the occurrence Notes issued under this Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuers or any of their Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (d) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of ControlControl Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 30 10 nor more than 60 days days’ prior notice (but in no event notice, given not more than 30 days after the occurrence of following such Change of Control) mailed by first- class mail purchase date, to each holder's registered address, redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% of the principal amount thereof plus price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the Applicable Premium as ofextent not included in the tender offer payment, and accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. (e) Unless the Issuers default in the payment of the redemption (price, interest will cease to accrue on the "Notes or portions thereof called for redemption on the applicable Redemption Date". (f) (subject Any redemption pursuant to this paragraph shall be made pursuant to the right provisions of Holders Sections 5.1 through 5.6 of record on the relevant record date Indenture. The Issuers are not required to receive interest due on make mandatory redemption or sinking fund payments with respect to the relevant interest payment date)Notes; provided however, that under certain circumstances, the Issuers may be required to offer to purchase Notes under Section 3.5 of the Indenture. The Issuers may at any time and from time to time purchase Notes in open-market transactions, tender offers or otherwise.

Redemption. Except as set forth below(a) At any time prior to March 15, 2021, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered address, at Holder of the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest Notes to the redemption date (subject to the right address of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem such Holder appearing in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionNotes Register, at a redemption price (expressed as a percentage percentages of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior Notes to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Controlredeemed) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, to but excluding the date of redemption (the "“Redemption Date") (”), subject to the right rights of Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to March 15, 2021, the Company may redeem Notes with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 106.000% plus accrued and unpaid interest, if any, to but excluding the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 55% of the original aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately thereafter, excluding Notes held by the Company or any of the Restricted Subsidiaries, unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under SECTIONS 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7 or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to March 15, 2021. (d) At any time and from time to time on or after March 15, 2021, the Company may redeem the Notes in whole or in part, upon not less than 15 nor more than 60 days’ notice, with a copy to the Trustee, to each Holder of the Notes (which notice shall be given in accordance with the provisions of SECTIONS 5.1 through 5.6 of the Indenture) at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on March 15 of the year indicated below: 2021 103.00 % 2022 101.500 % 2023 and thereafter 100.000 % (e) Notice of any redemption of the Notes may, at the Company’s discretion, be given prior to the completion of a transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (f) If the optional Redemption Date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest up to, but excluding, the Redemption Date will be paid on the Redemption Date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. (g) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of SECTIONS 5.1 through 5.6 of the Indenture.

Redemption. Except as set forth belowOn or after July 15, 2020, the Securities will not be redeemable Issuers may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 July 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2020 105.000 % 2004 103.083 2021 102.500 % 2005 101.542 % 2006 2022 and thereafter 100.000 % In addition, prior to July 15, 2020, the Issuers may redeem the Notes at their option, in whole at any time and or in part from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to July 15, 2020, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount equal to the amount of net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 110.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed by the Issuers to each holder of Notes being redeemed, or delivered electronically if held by DTC, and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuers may provide in such notice that payment date)of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

Redemption. Except as set forth below(a) At any time prior to August 15, 2024, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered address, at the following redemption prices (expressed in percentages Holder of principal amount), plus accrued and unpaid interest Notes to the redemption date (subject to the right address of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem such Holder appearing in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionNotes Register, at a redemption price (expressed as a percentage percentages of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior Notes to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Controlredeemed) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the "“Redemption Date") (”), subject to the right rights of Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to August 15, 2024, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 106.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 60% of the aggregate principal amount of the then- KL2 3241377.3 outstanding Notes issued under this Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Company’s option prior to August 15, 2024. (d) At any time and from time to time on or after August 15, 2024, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated in the table below: Period Percentage 2024 103.313% 2025 101.656% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. Except as set forth in this paragraph 7, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below(a) At any time prior to April 1, 2015, the Securities will not be redeemable at Issuer may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Euro Notes in whole or in part, at any time its option, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail at a redemption price equal to each holder's registered address100% of the principal amount of such Euro Notes plus the relevant Applicable Premium as of, at the following redemption prices (expressed in percentages of principal amount), plus and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Euro Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May April 1, 20012015, the Company Issuer may redeem in the aggregate up to 35% of the original principal amount of the Securities Euro Notes with the net cash proceeds of one or more received by the Issuer from any Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Offering at a redemption price (expressed as a percentage of principal amount) of 109.250equal to 110.000% plus accrued and unpaid interestinterest and Additional Interest, thereon, if any, to the redemption date (subject date, in an aggregate principal amount for all such redemptions not to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65exceed 35% of the original aggregate principal amount of the Securities must remain outstanding Euro Notes (including Additional Notes), provided that (i) in each case the redemption takes place not later than 180 days after each such redemption; provided further, however, that each such redemption occurs within 90 days the closing of the date of closing of such related Equity Offering; and (ii) not less than 50% of the original aggregate principal amount of the Euro Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Euro Notes held by the Issuer or any of its Restricted Subsidiaries)). The Trustee shall select the Euro Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Euro Notes will not be redeemable at the Issuer’s option prior to April 1, 2015. (d) At any time and from time to time on or prior to May after April 1, 20032015, the Securities Issuer may also be redeemed as a redeem the Euro Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the percentage of principal amount set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on April 1 of the years indicated below: Period Percentage 2015 107.500 % 2016 105.000 % 2017 102.500 % 2018 and thereafter 100.000 % (e) Any redemption and notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering). (f) If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Euro Notes will be subject to redemption by the Issuer. (g) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Euro Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. (i) If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum, the Issuer becomes or, based upon a written opinion of independent tax counsel satisfactory to the Trustee, will become obligated to pay additional amounts as described in Section 3.23 of the Indenture with respect to the Euro Notes, then the Issuer may at any time at our option redeem, in whole but not in part, the Euro Notes on not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressnotice, at a redemption price equal to 100% of their principal amount, together with interest accrued by unpaid on those Euro Notes to the principal amount thereof plus the Applicable Premium date fixed for redemption. Except as of, and accrued and unpaid interest, if any, toset forth in paragraph 5 above, the date of Issuer is not required to make mandatory redemption (the "Redemption Date") (subject or sinking fund payments with respect to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Euro Notes.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company prior to May 1, 2003. On and after such date, the Securities (a) The 2020 Notes will be redeemable, at the Company's ’s option, in whole or in part, at any time and from time to time on and after February 15, 2015 and prior to maturity at the applicable redemption price set forth below. Such redemption may be made upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's Holder’s registered addressaddress and the Company shall notify the Trustee of such Redemption Date, and the principal amount of Notes to be redeemed, in each case in accordance with Section 1005 of the Indenture. The Company may provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The 2020 Notes will be so redeemable at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest interest, if any, to the redemption date relevant Redemption Date (subject to the right of holders Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date pursuant to Section 307 of the Indenture), if redeemed during the 12-month period commencing on May 1 February 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2015 106.000 % 2004 103.083 2016 104.000 % 2005 101.542 2017 102.000 % 2006 2018 and thereafter 100.000 % % (b) In addition, at any time and from time to time on or prior to May 1February 15, 20012015, the Company at its option may redeem 2020 Notes in the an aggregate principal amount equal to up to 35% of the original aggregate principal amount of the Securities Notes (including the principal amount of any Additional 2020 Notes, or any other Additional Notes of the same series as the 2020 Notes), with funds in an equal aggregate amount (the “Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionOfferings, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 108.000%, plus accrued and unpaid interest, if any, to the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date pursuant to Section 307 of the Indenture); provided, however, that an aggregate principal amount of 2020 Notes equal to at least 6550% of the original aggregate principal amount of 2020 Notes (including the Securities principal amount of any Additional 2020 Notes, or any other Additional Notes of the same series as the 2020 Notes) must remain outstanding immediately after each such redemption; provided further, however, that each . (c) The Company may make such redemption occurs within 90 days upon notice mailed by first-class mail to each Holder’s registered address, and the Company shall notify the Trustee of such Redemption Date and the principal amount of Notes to be redeemed, in each case in accordance with Section 1005 of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice Indenture (but in no event more than 30 180 days after the occurrence completion of the related Equity Offering). The Company may provide in such Change notice that payment of Controlthe redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering. (d) mailed by first- class mail At any time prior to each holder's registered addressFebruary 15, 2015, 2020 Notes may also be redeemed in whole or in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to 100100.0% of the principal amount thereof plus the Applicable Premium as of, and accrued and but unpaid interest, if any, to, the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest Interest Payment Date pursuant to Section 307 of the Indenture). Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address, and the Company shall notify the Trustee of such Redemption Date and the principal amount of Notes to be redeemed, in each case in accordance with Section 1005 of the Indenture. The Company may provide in such notice that payment date)of the Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control.

Redemption. Except as set forth below, the Securities will not be (a) The Notes are redeemable at the option of the Company prior Company, subject to May 1, 2003. On the terms and after such date, conditions of Article 3 of the Securities will be redeemable, at the Company's optionBase Indenture, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time (x) prior to May 1January 15, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address2028, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest thereon to, but excluding, the redemption date of redemption (the "Redemption Date") (subject to the right rights of Holders holders of record such Notes to be redeemed on the relevant record date to receive interest due on an interest payment date that is on or prior to such redemption date) or (y) on and after January 15, 2028, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to, but excluding, the redemption date (subject to the rights of holders of such Notes to be redeemed on the relevant record date to receive interest due on an interest payment date that is on or prior to such redemption date), if redeemed beginning on January 15 of the years indicated below: 2028 104.000% 2029 102.000% 2030 and thereafter 100.000% In addition, prior to January 15, 2028, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price equal to 108.000% of the aggregate principal amount of such Notes to be redeemed, plus accrued and unpaid interest thereon, to, but excluding, the redemption date (subject to the rights of holders of such Notes to be redeemed on the relevant record date to receive interest due on an interest payment date that is on or prior to such redemption date), with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the aggregate principal amount of the Notes originally issued under this Third Supplemental Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. In connection with any tender offer for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any Change of Control Offer), if holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, by first class mail to each holder of Notes, or by electronic delivery, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the redemption date. (b) Notes with a principal amount of $2,000 or less will be redeemed in whole and not in part. Notice of any redemption shall be given at least 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes shall be selected by the Trustee on a pro rata basis or by lot to the extent practicable subject to its customary procedures or the applicable procedures of the Depositary, as the Trustee in its sole discretion deems to be fair and appropriate.

Redemption. Except as set forth below, the The Securities will not be redeemable subject to redemption at any time on or after January 1, 2008, at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's optionIssuer, in whole or in part, at any time upon on not less than 30 nor more than 60 days days' prior notice mailed by first-class mail to each holder's registered addressnotice, in amounts of $1,000 or an integral multiple thereof; provided that, no holdings of Securities of $2,000 or less shall be redeemed in part, at the following redemption prices Redemption Prices (expressed in as percentages of the principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If if redeemed during the 12-12 month period commencing on May beginning January 1 of the years set forth indicated below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 Redemption Year Price ---- ---------- 2008.................. 103.00% 2004 103.083 2009.................. 102.00% 2005 101.542 2010 and thereafter... 100.00% 2006 and thereafter 100.000 % In additionin each case, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities together with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to and Additional Interest to, but not including, the redemption date Redemption Date (subject to the right rights of holders of record Holders on the relevant record date Record Dates to receive interest due on an Interest Payment Date). In addition, at any time prior to January 1, 2008, the Issuer, at its option, may use the net cash proceeds of one or more Equity Offerings in a single transaction or a series of related transactions to redeem up to an aggregate of 35% of the aggregate principal amount of Securities issued under the Indenture (including any Additional Securities) at a Redemption Price equal to 100.0% of the aggregate principal amount thereof, plus a premium equal to the interest rate per year that is then applicable to the Securities on the date on which notice of redemption is given, plus accrued and unpaid interest thereon, to, but not including, the Redemption Date (subject to the rights of Holders on relevant Record Dates to receive interest payment datedue on an Interest Payment Date); provided, however, provided that at least 65% of the original initial aggregate principal amount of Securities (including any Additional Securities) remains outstanding immediately after the Securities must remain outstanding after each occurrence of such redemption; provided further, however, further that each any such redemption occurs may not occur in connection with a Change of Control. In order to effect the foregoing redemption, the Issuer must consummate such redemption within 90 days of the date of closing of such the Equity Offering. At any time on or prior to May 1, 2003In the case of a partial redemption, the Trustee shall select the Securities may also be redeemed as a whole at or portions thereof for redemption in compliance with the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% requirements of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interestnational securities exchange, if any, toon which the Securities are listed, or if the date Securities are not so listed, on a pro rata basis, by lot or by any other manner as it deems appropriate and fair. The Securities may be redeemed in part in multiples of $1,000 only; provided that, no holdings of Securities of $2,000 or less shall be redeemed in part. Any such redemption (will comply with Article III of the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Redemption. Except as set forth belowOn or after December 15, 2017, the Securities will not be redeemable Company may redeem the Euro Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail mail, or delivered electronically if held by a common depositary for Euroclear and Clearstream, to each holder's ’s registered addressaddress (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 of the years set forth periods referred to below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 December 15, 2017 to June 15, 2019 102.8750 % 2004 103.083 June 15, 2019 to June 15, 2020 101.4375 % 2005 101.542 % 2006 June 15, 2020 and thereafter 100.000 100.0000 % In addition, prior to December 15, 2017, the Company may redeem the Euro Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if held by a common depositary for Euroclear and Clearstream, to each holder’s registered address (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Euro Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 1December 15, 20012017, the Company may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities Euro Notes (calculated after giving effect to any issuance of Additional Euro Notes) with the net cash proceeds of one or more Equity Offerings received by, or invested in, (1) by the Company so long as there is a Public Market at or (2) by any direct or indirect parent of the time Company to the extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Company or are used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 105.75%, plus accrued and unpaid interestinterest to, if anybut excluding, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6560% of the original aggregate principal amount of the Securities Euro Notes (calculated after giving effect to any issuance of Additional Euro Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 nor more than 60 days days’ notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if held by a common depositary for Euroclear and Clearstream, to the registered address of each holder of Euro Notes being redeemed (with a copy to the Trustee) and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any redemption described above or notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressthereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption price equal to 100% upon completion of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)an Equity Offering.

Redemption. Except as set forth belowOn or after April 15, 2017, the Securities will not be redeemable Issuers may redeem the 2020 Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 days’ nor more than 60 days days’ prior notice mailed by the Issuer by first-class mail mail, or delivered electronically if the 2020 Notes are held by DTC, to each holder's ’s registered addressaddress and upon not less than 30 days’ nor more than 60 days’ prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee), at (i) the following redemption prices (expressed in percentages as a percentage of principal amount), plus (ii) accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 April 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2017 102.438% 2004 103.083 2018 101.219% 2005 101.542 % 2006 2019 and thereafter 100.000 100.000% In addition, prior to April 15, 2017, the Issuers may redeem the 2020 Notes at their option, in whole at any time or in part from time to time, upon not less than 30 days’ nor more than 60 days’ prior notice mailed by the Issuer by first-class mail, or delivered electronically if the 2020 Notes are held by DTC, to each holder’s registered address and upon not less than 30 days’ nor more than 60 days’ prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee), at (i) a redemption price equal to 100% of the principal amount of the 2020 Notes redeemed plus the Applicable Premium as of the applicable redemption date plus (ii) accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 1April 15, 20012017, the Company Issuers may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities 2020 Notes (calculated after giving effect to any issuance of Additional 2020 Notes) with the net cash proceeds of one or more Equity Offerings received by, (1) by the Issuer or invested in, (2) by any direct or indirect parent of the Company so long as there is a Public Market at Issuer to the time extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Issuer or are used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at (i) a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 104.875%, plus (ii) accrued and unpaid interestinterest to, if anybut excluding, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6560% of the original aggregate principal amount of the Securities 2020 Notes (calculated after giving effect to any issuance of Additional 2020 Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 days’ nor more than 60 days prior days’ notice (but in no event mailed, or delivered electronically if the 2020 Notes are held by DTC, by the Issuer to each holder of 2020 Notes and upon not less than 30 days’ nor more than 30 days after 60 days’ prior written notice to the occurrence Trustee (or such shorter period as may be agreed by the Trustee) being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such Change of Control) mailed by first- class mail to each holder's registered addressredemption described above or notice thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption price equal to 100% upon completion of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)an Equity Offering.

Redemption. Except as set forth below(a) At any time prior to April 15, 2018, the Securities will not be redeemable at Issuer may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-first class mail mail, postage prepaid, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in as percentages of principal amount)amount of the Notes to be redeemed) equal to 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1April 15, 20012018, the Company may Issuer may, at its option, on one or more occasions, redeem in the aggregate up to 3540% of the original aggregate principal amount of Notes issued under the Securities Indenture with the net cash proceeds of one or more Qualified Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage percentages of principal amountamount of the Notes to be redeemed) equal to 105.625% of 109.250% the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date),; provided, however, provided that at least 65not less than 40% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemption; provided further, however, further that each such redemption occurs within 90 not later than 120 days of after the date of closing of any such Qualified Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 3.01 through 3.06 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2018. (d) At any time and from time to time on or prior to May 1after April 15, 20032018, the Securities Issuer may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after by first class mail, postage prepaid, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 15 of each of the years indicated in the table below: Period Percentage 2018 104.219 % 2019 102.813 % 2020 101.406 % 2021 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. At any time, the Issuer may acquire Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of the Indenture. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company prior to On or after May 1, 2003. On and after such date, 2020 the Securities will be redeemable, Issuers may redeem the Notes at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2020 107.031 % 2004 103.083 2021 104.688 % 2005 101.542 2022 102.344 % 2006 2023 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 20012020, the Company Issuers may redeem the Notes at their option, in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market whole at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior in part from time to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 1, 2020, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an aggregate amount equal to the amount of the net cash proceeds of one or more Equity Offerings (1) by Holdings or (2) by any direct or indirect parent of Holdings to the extent the net cash proceeds thereof are contributed to the common equity capital of Holdings or used to purchase Capital Stock (other than Disqualified Stock) of Holdings, at a redemption price (expressed as a percentage of principal amount thereof) of 109.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest payment datedue on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed, or delivered electronically if held by DTC (with a copy to the Trustee), to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event.

Redemption. Except as set forth belowOn or after June 15, 2018, the Securities will not be redeemable Company may redeem the Dollar Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail mail, or delivered electronically if held by The Depository Trust Company (“DTC”), to each holder's ’s registered addressaddress (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 June 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2018 103.2500 % 2004 103.083 2019 101.6250 % 2005 101.542 % 2006 2020 and thereafter 100.000 100.0000 % 3 For Initial Notes. In addition, prior to June 15, 2018, the Company may redeem the Dollar Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if held by DTC, to each holder’s registered address (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Dollar Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 1June 15, 20012018, the Company may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities Dollar Notes (calculated after giving effect to any issuance of Additional Dollar Notes) with the net cash proceeds of one or more Equity Offerings received by, or invested in, (1) by the Company so long as there is a Public Market at or (2) by any direct or indirect parent of the time Company to the extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Company or are used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 106.50%, plus accrued and unpaid interestinterest to, if anybut excluding, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6560% of the original aggregate principal amount of the Securities Dollar Notes (calculated after giving effect to any issuance of Additional Dollar Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 nor more than 60 days days’ notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if held by DTC, to the registered address of each holder of Dollar Notes being redeemed (with a copy to the Trustee) and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any redemption described above or notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressthereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption price equal to 100% upon completion of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)an Equity Offering.

Redemption. Except as set forth belowbelow or in the penultimate paragraph of Section 3.9 of the Indenture, the Securities will not be redeemable at the option of the Company Issuer prior to May June 1, 20032017. On and after such date, the Securities will be redeemable, at the Company's Issuer’s option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered addressas provided in the Indenture, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to (including Additional Interest) to, but excluding, the redemption date applicable Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date): If ), if redeemed during the 12-month period commencing on May June 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2017 103.844 % 2004 103.083 2018 102.563 % 2005 101.542 2019 101.281 % 2006 2020 and thereafter 100.000 % In addition, at any time and from time to time on or prior to May June 1, 20012017, upon notice as provided in the Indenture, the Company Issuer may redeem in the aggregate up to 35% of the original principal amount of the Securities with (calculated after giving effect to any issuance of Additional Notes), but in an amount not greater than the proceeds Net Cash Proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250105.125% of the principal amount thereof, plus accrued and unpaid interestinterest (including Additional Interest), if any, to to, but excluding, the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that that: (1) at least 65% of the original principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; provided further, however, that and (2) each such redemption occurs within 90 180 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of If a Change of ControlControl occurs at any time prior to December 1, upon 2015, the Issuer may, at its option, redeem all, but not less than 30 nor more than 60 days prior all, of the Securities upon notice as provided in the Indenture, at a redemption price equal to 110.0% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (but subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). If the Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest (including Additional Interest), if any, will be paid on such Redemption Date to the Person in whose name the Security is registered at the close of business on such record date, and no event more than 30 days Additional Interest will be payable to Holders whose Securities will be subject to redemption by the Issuer. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the of the principal national securities exchange, if any, on which such Securities are listed, or, if such Securities are not so listed, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate (or, in the case of Global Securities, the Trustee will select Securities for redemption based on DTC’s method that most nearly approximates a pro rata selection), although no Security of $2,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the occurrence Redemption Date, interest will cease to accrue on Securities or portions thereof called for redemption without any condition precedent, as long as the Issuer has deposited with the Paying Agent funds in satisfaction of such Change of Control) mailed by first- class mail the applicable redemption price pursuant to each holder's registered addressthe Indenture. In addition, at any time prior to June 1, 2017, upon notice as provided in the Indenture, the Issuer may redeem the Securities, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Redemption. Except as set forth below(a) At any time prior to June 15, 2022, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered address, at the following redemption prices (expressed in percentages Holder of principal amount), plus accrued and unpaid interest Notes to the redemption date (subject to the right address of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem such Holder appearing in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionNotes Register, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior Notes to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Controlredeemed) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100100.000% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, to but excluding the date of redemption (the "“Redemption Date") (”), subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to June 15, 2022, the Company may on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the original principal amount of Notes issued under the Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.375% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with an amount equal to the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50.0% of the original principal amount of the then-outstanding Notes initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Subsidiaries), unless all such notes are redeemed substantially concurrently; provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.5 of the Indenture. (c) Until 120 days after the Issue Date, the Company may redeem in the aggregate up to 40% of the aggregate principal amount of the Notes with an amount equal to the net cash proceeds of any loan received pursuant to a Regulatory Debt Facility at a redemption price of 104.188% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date; provided, however, that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes, but excluding Notes held by the Company or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently. (d) Except pursuant to clauses (a), (b) and (c) of this paragraph 6, the Notes will not be redeemable at the Company’s option prior to June 15, 2022. (e) At any time and from time to time on or after June 15, 2022, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated in the table below: 2022 104.188 % 2023 102.094 % 2024 and thereafter 100.000 % (f) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Asset Disposition Offer or Collateral Advance Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. (g) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Section 5.1 through 5.5 of the Indenture. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth belowbelow or in the penultimate paragraph of Section 3.9 of the Indenture, the Securities will not be redeemable at the option of the Company Issuer prior to May June 1, 20032018. On and after such date, the Securities will be redeemable, at the Company's Issuer’s option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered addressas provided in the Indenture, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to (including Additional Interest) to, but excluding, the redemption date applicable Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date): If ), if redeemed during the 12-month period commencing on May June 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2018 104.219 % 2004 103.083 2019 102.813 % 2005 101.542 2020 101.406 % 2006 2021 and thereafter 100.000 % In addition, at any time and from time to time on or prior to May June 1, 20012018 , upon notice as provided in the Indenture, the Company Issuer may redeem in the aggregate up to 35% of the original principal amount of the Securities with (calculated after giving effect to any issuance of Additional Notes), but in an amount not greater than the proceeds Net Cash Proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250105.625% of the principal amount thereof, plus accrued and unpaid interestinterest (including Additional Interest), if any, to to, but excluding, the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that that: (1) at least 65% of the original principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; provided further, however, that and (2) each such redemption occurs within 90 180 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of If a Change of ControlControl occurs at any time prior to June 1, upon 2016, the Issuer may, at its option, redeem all, but not less than 30 nor more than 60 days prior all, of the Securities upon notice as provided in the Indenture, at a redemption price equal to 110.0% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (but subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). If the Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest (including Additional Interest), if any, will be paid on such Redemption Date to the Person in whose name the Security is registered at the close of business on such record date, and no event more than 30 days Additional Interest will be payable to Holders whose Securities will be subject to redemption by the Issuer. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the of the principal national securities exchange, if any, on which such Securities are listed, or, if such Securities are not so listed, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate (or, in the case of Global Securities, the Trustee will select Securities for redemption based on DTC’s method that most nearly approximates a pro rata selection), although no Security of $2,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the occurrence Redemption Date, interest will cease to accrue on Securities or portions thereof called for redemption without any condition precedent as long as the Issuer has deposited with the Paying Agent funds in satisfaction of such Change of Control) mailed by first- class mail the applicable redemption price pursuant to each holder's registered addressthe Indenture. In addition, at any time prior to June 1, 2018, upon notice as provided in the Indenture, the Issuer may redeem the Securities, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Redemption. Except as set forth belowbelow or in the last paragraph of Section 3.9 of the Indenture, the Securities will not be redeemable at the option of the Company prior to May 1April 15, 20032017. On and after such date, the Securities will be redeemable, at the Company's ’s option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered addressas provided in the Indenture, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to (including Additional Interest), if any, to, but not including, the redemption date applicable Redemption Date (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date): If ) if redeemed during the 12-month period commencing on May 1 April 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 Period Redemption Price 2017 104.406 % 2004 103.083 2018 102.938 % 2005 101.542 2019 101.469 % 2006 2020 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1April 15, 20012017, the Company may at its option on one or more occasions redeem the Securities (which includes Additional Securities, if any) in the an aggregate up principal amount not to exceed 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings received by(which includes Additional Securities, or invested in, the Company so long as there is a Public Market at the time of such redemption, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 109.250% %, plus accrued and unpaid interestinterest to, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003but not including, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount of cash equal to the Net Cash Proceeds from one or more Stock Offerings; provided that: (1) at least 65% of the aggregate principal amount of the Securities issued on the Issue Date remains outstanding immediately after each such redemption (excluding Securities held by the Company or its Affiliates); and (2) each such redemption occurs within 180 days of the date of consummation of the related Stock Offering. In addition, at any time and from time to time prior to April 15, 2017, upon prior notice as provided in the Indenture, the Company may redeem the Securities, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notice of any redemption shall be given pursuant to Section 5.5 of the Indenture not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, except that redemption notices may be given more than 60 days prior to a Redemption Date if the notice is issued in connection with a legal defeasance or covenant defeasance of the Securities or a satisfaction and discharge of the Indenture pursuant to Article VIII. Any redemption or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. Once notice of redemption without any condition precedent has been given, the Securities or portions of the Securities so to be redeemed without a condition precedent shall, on the Redemption Date, become due and payable at the redemption price therein specified (together with accrued interest, if any, to the Redemption Date). If the Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest (including Additional Interest), if any, will be paid on such Redemption Date to the Person in whose name the Security is registered at the close of business on such record date, and no Additional Interest will be payable to Holders whose Securities will be subject to redemption by the Company. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in accordance with Section 6.5 of the Indenture. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the Redemption Date, interest will cease to accrue on Securities or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Securities. The Company and its Subsidiaries may acquire Securities by means other than a redemption or required repurchase, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Redemption. Except as set forth below(a) At any time prior to December 15, 2016, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-electronic delivery or by first class mail mail, postage prepaid, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (calculated by the Company) equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the redemption date (any such date of redemption, a “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (b) At any time and from time to time prior to December 15, 2016, the Company may redeem Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price (calculated by the Company) equal to 106.75% plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 65% of the original aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) At any time and from time to time on or after December 15, 2016, the Company may redeem the Notes, in whole or in part, at its option, upon not less than 30 nor more than 60 days’ notice at the following redemption prices (calculated by the Company) (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but not including, the redemption date relevant Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-twelve month period commencing beginning on May 1 December 15 of the years year set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2016 105.063 % 2004 103.083 2017 103.375 % 2005 101.542 2018 101.688 % 2006 2019 100.000 % (d) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (e) Any redemption pursuant to this paragraph shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided however, that under certain circumstances, the Company may be required to offer to purchase Notes under Section 3.5 and thereafter 100.000 % In addition, Section 3.9 of the Indenture. The Company and its Affiliates may at any time and from time to time prior to May 1purchase Notes in open-market transactions, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one tender offers or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)otherwise.

Redemption. Except as set forth belowOn or after November 30, 2019 the Securities will not be redeemable Issuers may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed by the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 November 30 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2019 106.000 % 2004 103.083 2020 104.000 % 2005 101.542 2021 102.000 % 2006 2022 and thereafter 100.000 % In addition, prior to November 30, 2019, the Issuers may redeem the Notes at their option, in whole at any time and or in part from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 nor more than 60 days days’ prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- the Issuers by first-class mail to each holder's ’s registered address, or delivered electronically if held by DTC (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to November 30, 2019, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an aggregate amount equal to the amount of the net cash proceeds of one or more Equity Offerings (1) by Holdings or (2) by any direct or indirect parent of Holdings to the extent the net cash proceeds thereof are contributed to the common equity capital of Holdings or used to purchase Capital Stock (other than Disqualified Stock) of Holdings, at a redemption price (expressed as a percentage of principal amount thereof) of 108.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest payment datedue on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed, or delivered electronically if held by DTC (with a copy to the Trustee), to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event.

Redemption. Except as set forth below, the Securities will not be (a) The Notes are redeemable at the option of the Company prior Company, subject to May 1, 2003. On the terms and after such date, conditions of Article 3 of the Securities will be redeemable, at the Company's optionBase Indenture, in whole or in part, at any time upon not less than 30 nor more than 60 days and from time to time (x) prior notice mailed by first-class mail to each holder's registered addressNovember 15, 2024, at a redemption price equal to 100% of the following redemption prices (expressed in percentages principal amount of principal amount)the Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest to thereon to, but excluding, the redemption date (subject to the right rights of holders of record such Notes to be redeemed on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to such redemption date): If redeemed during the 12-month period commencing ) or (y) on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In additionafter November 15, 2024, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% redemption prices (expressed as percentages of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received byNotes to be redeemed) set forth below, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interestinterest thereon to, if anybut excluding, to the redemption date (subject to the right rights of holders of record such Notes to be redeemed on the relevant record date to receive interest due on an interest payment date that is on or prior to such redemption date), if redeemed beginning on November 15 of the years indicated below: 2024 102.313 % 2025 101.156 % 2026 and thereafter 100.000 % In addition, prior to November 15, 2024, the Company may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price equal to 104.625% of the aggregate principal amount of such Notes to be redeemed, plus accrued and unpaid interest thereon, to, but excluding, the redemption date (subject to the rights of holders of such Notes to be redeemed on the relevant record date to receive interest due on an interest payment date that is on or prior to such redemption date), with the net cash proceeds of one or more Equity Offerings; provided, however, provided that at least 65% of the original aggregate principal amount of the Securities must remain Notes originally issued under this Second Supplemental Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided further, however, further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. At In connection with any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option tender offer for all of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, outstanding Notes at a redemption price equal to of at least 100% of the principal amount thereof of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the Applicable Premium as ofapplicable tender settlement date (including any Change of Control Offer), if holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, by first class mail to each holder of Notes, or by electronic delivery, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the redemption date. (b) Notes with a principal amount of $2,000 or less will be redeemed in whole and not in part. Notice of any redemption shall be given at least 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes shall be selected by the Trustee on a pro rata basis or by lot to the extent practicable subject to its customary procedures or the applicable procedures of the Depositary, as the Trustee in its sole discretion deems to be fair and appropriate. (c) Prior to giving any notice of redemption in connection with a redemption pursuant to Section 2.6(a), the Company will deliver to the Trustee an Officer’s Certificate signed by the Chief Financial Officer or a Senior Vice President of the Company stating that the Company is entitled to redeem the Notes and that the conditions precedent to redemption have occurred. (d) Any notice of redemption may be given prior to the "Redemption Date") (completion of any event or transaction related to such redemption, including any offering or other corporate transaction, and any such redemption or notice may be subject to one or more conditions precedent, including the right completion of Holders the related offering or corporate transaction. In addition, if such redemption or notice is subject to satisfaction of record on one or more conditions precedent, such notice will state that the relevant record redemption date to receive interest due on may be delayed until such time as any or all of such conditions have been satisfied, or such redemption may not occur and such notice may be rescinded in the relevant interest payment event that any or all such conditions have not been satisfied by the redemption date), or by the redemption date so delayed.

Redemption. Except as set forth below(a) At any time prior to September 30, 2021, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in as percentages of principal amount)amount of the Notes to be redeemed) equal to 100.0% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1September 30, 20012019, the Company may redeem on one or more occasions, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540.0% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Notes issued under this Indenture at a redemption price (expressed as a percentage percentages of principal amountamount of the Notes to be redeemed) equal to 105.500% of 109.250% the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to but excluding the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received from one or more Equity Offerings; provided, however, provided that at least 65not less than 50% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Company’s option prior to September 30, 2021. (d) At any time and from time to time on or prior to May 1after September 30, 20032021, the Securities Company may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 15 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on September 30 of each of the years indicated in the table below: Period Percentage 2021 102.750 % 2022 101.375 % 2023 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 15 days following such purchase date have elapsed to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such offer plus, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. Except as set forth in this paragraph 7, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company prior to May On or after March 1, 2003. On and after such date, 2024 the Securities will be redeemable, Issuer may redeem the Notes at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 15 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail or delivered electronically if held by DTC (except that such redemption notice may be delivered more than 60 days prior to a redemption date if the notice mailed by first-class mail is conditional (as described below) or is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture pursuant to Article VIII thereof), to each holder's ’s registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 65% if redeemed during the 12-month period commencing on April 1 of the original principal amount of years set forth below: 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % In addition, prior to March 1, 2024, the Securities must remain outstanding after each such redemption; provided furtherIssuer may redeem the Notes at their option, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At in whole at any time on or prior in part from time to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 15 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail to each holder’s registered address, or delivered electronically if held by DTC (except that such redemption notice may be delivered more than 60 days prior to a redemption date if the notice (but is conditional or is issued in no event more than 30 days after connection with a defeasance of the occurrence notes or a satisfaction and discharge of such Change of Control) mailed by first- class mail to each holder's registered addressthe indenture), at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). The Issuer shall calculate the Applicable Premium and the Trustee shall have no obligation to confirm or verify any such calculation. Notwithstanding the foregoing, at any time and from time to time on or prior to March 1, 2024, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 105.500%, plus accrued and unpaid interest payment dateand additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed, or delivered electronically if held by DTC, by the Issuer to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such redemption described above or notice thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption upon completion of an Equity Offering.

Redemption. Except as set forth belowOn or after June 1, 2028, the Securities will not be redeemable Company may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail mail, or delivered electronically if the Notes are held by The Depository Trust Company (“DTC”), to each holder's ’s registered addressaddress (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 October 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2028 103.063% 2004 103.083 2029 101.531% 2005 101.542 % 2006 2030 and thereafter 100.000 100.000% In addition, prior to June 1, 2028, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if the Notes are held by DTC, to each holder’s registered address (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May June 1, 20012028, the Company may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings received by, or invested in, (1) by the Company so long as there is a Public Market at or (2) by any direct or indirect parent of the time Company to the extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Company or are used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 106.125%, plus accrued and unpaid interestinterest to, if anybut excluding, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6560% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 180 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if the Notes are held by DTC, to the registered address of each holder of Notes being redeemed (with a copy to the Trustee) and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such redemption described above or notice thereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the date related Equity Offering in the case of closing a redemption upon completion of such an Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence consummation of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interestControl or other transaction. In addition, if anysuch redemption is subject to satisfaction of one or more conditions precedent, tosuch notice shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date of may be delayed until such time as any or all such conditions shall be satisfied, or such redemption (may not occur and such notice shall be rescinded in the "Redemption Date") (subject to event any or all such conditions shall not have been satisfied by the right of Holders of record on redemption date, or by the relevant record redemption date to receive interest due on the relevant interest payment date)as so delayed.

Redemption. Except as set forth below(a) At any time prior to [•], 2024, the Securities will not be redeemable at Issuer may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time their option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in percentages as a percentage of the principal amount)amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1[•], 20012024, the Company Issuer may redeem on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540.0% of the original principal amount of Notes issued under the Securities Indenture on the Issue Date (together with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Additional Notes) at a redemption price (expressed as a percentage of the principal amountamount of Notes to be redeemed) of 109.250% equal to [•]%, plus accrued and unpaid interest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds received by the Issuer of one or more Equity Offerings of the Issuer; provided, however, provided that at least 65not less than 50.0% of the original principal amount of the Securities must remain then-outstanding Notes initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (including Additional Notes but excluding Notes held by the Issuer or any of their Restricted Subsidiaries), unless all such notes are redeemed substantially concurrently; provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through Section 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6 and paragraph 7 below, the Notes will not be redeemable at the Issuer’s option prior to [•], 2024. (d) At any time and from time to time on or prior to May 1after [•], 20032024, the Securities Issuer may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 10 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve‑month period beginning on [•] of each of the years indicated in the table below: Year Percentage 2024 [102.813]% 2025 [101.406]% 2026 and thereafter [100.000]% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Asset Disposition Offer, Collateral Asset Sale Offer or Collateral Advance Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. (f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Section 5.1 through Section 5.6 of the Indenture. Except as set forth in paragraph 7, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below(a) On or after March 17, 2024, the Securities will not be redeemable at the option of the Company prior to May 1, 2003. On and after such date, the Securities Notes will be redeemable, at the Company's optionoption of the Issuer, in whole or in part, at the Redemption Prices (expressed as a percentage of the principal amount to be redeemed), beginning on March 17 during the 12 month periods specified below: On or after March 17, 2024 but prior to March 17, 2025 104.250 % On or after March 17, 2025 but prior to March 17, 2026 102.125 % On or after March 17, 2026 100.000 % plus any accrued but unpaid interest and Additional Interest, if any, to, but not including, the Redemption Date. (b) At any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered addressMarch 17, 2024, the Issuer may redeem any of the Notes (including any Additional Notes issued after the Issue Date) in whole at any time or in part from time to time, at its option, at a “make-whole” redemption price equal to the following greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present values at such Redemption Date of (i) the redemption prices price of the Notes on March 17, 2024 plus (expressed in percentages of principal amount)ii) all required interest payments on the Notes through March 17, plus 2024 (excluding accrued and unpaid interest and any Additional Interest to the redemption date (subject date), discounted to the right Redemption Date on a quarterly basis (assuming a 360 day year consisting of holders of record twelve 30 day months) at the Treasury Rate plus 50 basis points; plus, in each case, any accrued and unpaid interest and Additional Interest, if any, on the relevant record date principal amount being redeemed to receive interest due on such redemption date. (c) Notwithstanding the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In additionforegoing, at any time and from time to time prior to May 1March 17, 20012024, upon notice in accordance with Section 3.03 of the Indenture, the Company Issuer may on any one or more occasions redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities Notes with the net cash proceeds of one or more (x) Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionOfferings, at a redemption price Redemption Price (expressed as a percentage of the principal amountamount thereof) equal to 104.250%, or (y) the incurrence of 109.250% unsecured Indebtedness by the Issuer, at a Redemption Price (expressed as a percentage of the principal amount thereof) equal to 108.500%, in each case, plus accrued and unpaid interestinterest and Additional Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the being redeemed to such redemption date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date; provided that (i) at least 65% of the original aggregate principal amount of the Notes remains outstanding after each such redemption; and (ii) such redemption occurs within ninety (90) days after the closing of such Equity Offering or incurrence of unsecured Indebtedness. (d) If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws or any regulations or rules (including a holding by a court of competent jurisdiction) (in each case, other than the expiration of the stimulus measures contained in Article 1 of the Decree (Decreto mediante el cual se otorgan estímulos fiscales a los contribuyentes que se indican) published in the Federal Official Gazette (Diario Oficial de la Federación) on January 8, 2019), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date or on or after the date a successor to the Issuer or the relevant Guarantor assumes its obligations under the Notes, the Issuer, such Guarantor or any successor to the Issuer or such Guarantor has or will become obligated to pay Additional Interest pursuant to Section 4.05 of the Indenture in a greater amount (such excess, the “Extra Additional Interest”) than the amount of the Additional Interest the Issuer or such Guarantor shall be obligated to pay immediately prior to such change or amendment, then the Issuer or any Guarantor, or any successor to the Issuer or such Guarantor, may, at its option, redeem all, but not less than all, of the Notes, at a Redemption Price equal to 100% of their principal amount, together with accrued and unpaid interest payment date)to the date fixed for redemption, upon publication of irrevocable notice not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption. For the avoidance of doubt, neither the Issuer nor any Guarantor, nor any successor to the Issuer or such Guarantor, shall have the right to so redeem the Notes pursuant to this Paragraph 8(d) unless it is or will become obligated to pay Extra Additional Interest. Notwithstanding the foregoing, the Issuer and any Guarantor, or any such successor shall not have the right to so redeem the Notes unless it has taken reasonable measures to avoid the obligation to pay Extra Additional Interest. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor to the Issuer or the jurisdiction of organization of a Guarantor or any successor to a Guarantor. In the event that the Issuer or any successor to the Issuer, or a Guarantor or any successor to such Guarantor, elects to so redeem the Notes, it will deliver to the Trustee: (1) a certificate, signed in the name of the Issuer or any successor to the Issuer, or such Guarantor or successor to such Guarantor, by any two of its Officers or by its attorney in fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer, or such Guarantor or successor to such Guarantor, is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer, or such Guarantor or successor to such Guarantor, to so redeem have occurred or been satisfied; and (2) an opinion of independent tax counsel to the effect that (i) the Issuer, a Guarantor or any successor to the Issuer or such Guarantor has or will become obligated to pay Additional Interest, and (ii) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above. The Trustee shall accept, and will be entitled to fully rely with no liability therefor on, the certificate and opinion described in (1) and (2) of the preceding sentence as sufficient evidence of the satisfaction of the conditions precedent described therein, without further inquiry, in which event such certificate or opinion shall be conclusive and binding on the Holders.

Redemption. Except as set forth below(a) At any time prior to September 1, 2019, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in as percentages of principal amount)amount of the Notes to be redeemed) equal to 100.0% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May September 1, 20012019, the Company may redeem on one or more occasions, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540.0% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Notes issued under this Indenture at a redemption price (expressed as a percentage percentages of principal amountamount of the Notes to be redeemed) equal to 105.625% of 109.250% the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to but excluding the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided, however, provided that at least 65not less than 40% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a), (b) and (e) of this paragraph 7, the Notes will not be redeemable at the Company’s option prior to September 1, 2019. (d) At any time and from time to time on or prior to May after September 1, 20032019, the Securities Company may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 15 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on September 1 of each of the years indicated in the table below: Period Percentage 2019 104.219 % 2020 102.813 % 2021 101.406 % 2022 and thereafter 100.000 % (e) At any time and from time to time to time during the 36 month period following the Issue Date, the Company may, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during each twelve-month period beginning on the Issue Date at a redemption price of 103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (f) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 15 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (g) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. Except as set forth in this paragraph 7, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth belowOn or after August 15, 2024, the Securities will not be redeemable Issuer may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered addressas described in Paragraph 7 of this Note, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 August 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2024 102.625% 2004 103.083 2025 101.313% 2005 101.542 % 2006 2026 and thereafter 100.000 100.000% In addition, prior to August 15, 2024, the Issuer may redeem the Notes at its option, in whole at any time and or in part from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 nor more than 60 days prior notice (but as described in no event more than 30 days after the occurrence Paragraph 7 of such Change of Control) mailed by first- class mail to each holder's registered addressthis Note, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time prior to August 15, 2024, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount not to exceed the amount of net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 105.250%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest payment datedue on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed by the Issuer to each holder of Notes being redeemed, or delivered electronically if held by DTC, and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, Incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event.

Redemption. Except as set forth below(a) At any time prior to October 1, 2024, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in as percentages of principal amount)amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, plus accrued and unpaid interest to and Additional Amounts, if any, to, but excluding, the date of redemption date (the “Redemption Date”), subject to the right rights of holders Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May October 1, 20012024, the Company may redeem may, on one or more occasions, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540.0% of the original aggregate principal amount of Notes issued under the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Indenture (including Additional Notes) at a redemption price (expressed as a percentage percentages of principal amountamount of the Notes to be redeemed) equal to 104.625% of 109.250% the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Amounts thereon, if any, to to, but excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided, however, provided that at least 65not less than 40.0% of the original aggregate principal amount of Notes issued under the Securities must remain Indenture (including Additional Notes) remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently; provided provided, further, however, that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Company’s option prior to October 1, 2024. (d) At any time and from time to time on or prior to May after October 1, 20032024, the Securities Company may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 15 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Amounts thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on October 1 of each of the years indicated in the table below: Period Percentage 2024 102.313 % 2025 101.156 % 2026 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. Except as set forth in this paragraph 7, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth belowOn or after October 15, 2021, the Securities will not be redeemable Company may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail mail, or delivered electronically if the Notes are held by The Depository Trust Company (“DTC”), to each holder's ’s registered addressaddress (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to and Additional Interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 October 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2021 104.313% 2004 103.083 2022 102.875% 2005 101.542 2023 101.438% 2006 2024 and thereafter 100.000 100.000% In addition, prior to October 15, 2021, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if the Notes are held by DTC, to each holder’s registered address (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 1October 15, 20012021, the Company may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings received by, or invested in, (1) by the Company so long as there is a Public Market at or (2) by any direct or indirect parent of the time Company to the extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Company or are used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 105.75%, plus accrued and unpaid interestinterest and Additional Interest, if any, to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6560% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 nor more than 60 days days’ notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if the Notes are held by DTC, to the registered address of each holder of Notes being redeemed (with a copy to the Trustee) and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such redemption described above or notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressthereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption price equal to 100% upon completion of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interestan Equity Offering. In addition, if anysuch redemption is subject to satisfaction of one or more conditions precedent, tosuch notice shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date of may be delayed until such time as any or all such conditions shall be satisfied, or such redemption (may not occur and such notice shall be rescinded in the "Redemption Date") (subject to event any or all such conditions shall not have been satisfied by the right of Holders of record on redemption date, or by the relevant record redemption date to receive interest due on the relevant interest payment date)as so delayed.

Redemption. Except as set forth below(a) At any time prior to April 1, 2015, the Securities will not be redeemable at Issuer may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Euro Notes in whole or in part, at any time its option, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail at a redemption price equal to each holder's registered address100% of the principal amount of such Euro Notes plus the relevant Applicable Premium as of, at the following redemption prices (expressed in percentages of principal amount), plus and accrued and unpaid interest interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Euro Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May April 1, 20012015, the Company Issuer may redeem in the aggregate up to 35% of the original principal amount of the Securities Euro Notes with the net cash proceeds of one or more received by the Issuer from any Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Offering at a redemption price (expressed as a percentage of principal amount) of 109.250equal to 110.000% plus accrued and unpaid interestinterest and Additional Interest, thereon, if any, to the redemption date (subject date, in an aggregate principal amount for all such redemptions not to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65exceed 35% of the original aggregate principal amount of the Securities must remain outstanding Euro Notes (including Additional Notes), provided that (i) in each case the redemption takes place not later than 180 days after each such redemption; provided further, however, that each such redemption occurs within 90 days the closing of the date of closing of such related Equity Offering; and (ii) not less than 50% of the original aggregate principal amount of the Euro Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Euro Notes held by the Issuer or any of its Restricted Subsidiaries)). The Trustee shall select the Euro Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Euro Notes will not be redeemable at the Issuer’s option prior to April 1, 2015. (d) At any time and from time to time on or prior to May after April 1, 20032015, the Securities Issuer may also be redeemed as a redeem the Euro Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the percentage of principal amount set forth below, plus accrued and unpaid interest thereon, if any on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on April 1 of the years indicated below: 2015 107.500 % 2016 105.000 % 2017 102.500 % 2018 and thereafter 100.000 % (e) Any redemption and notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering). (f) If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Euro Notes will be subject to redemption by the Issuer. (g) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Euro Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. (i) If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum, the Issuer becomes or, based upon a written opinion of independent tax counsel satisfactory to the Trustee, will become obligated to pay additional amounts as described in Section 3.23 of the Indenture with respect to the Euro Notes, then the Issuer may at any time at our option redeem, in whole but not in part, the Euro Notes on not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressnotice, at a redemption price equal to 100% of the their principal amount thereof plus the Applicable Premium as ofamount, and together with interest accrued and by unpaid interest, if any, to, on those Euro Notes to the date of fixed for redemption. The Issuer is not required to make mandatory redemption (the "Redemption Date") (subject or sinking fund payments with respect to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Euro Notes.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company prior to May 1, 2003. On and after such date, the Securities (a) The Notes will be redeemable, at the Company's option, in whole or in part, at any time on or after August 15, 2013 and prior to maturity, upon not less than 30 nor more than 60 days days' prior notice mailed by first-class mail to each holderHolder's registered addresslast address as it appears in the Security Register, at the following redemption prices Redemption Prices (expressed in percentages of their principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date), if redeemed during the 12-month period commencing on August 15 of the applicable year set forth below: Year Redemption Price ---- ---------------- 2013 103.625% 2014 101.813% 2015 and thereafter 100.000% (b) At any time prior to August 15, 2013, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days' prior notice at a Redemption Price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest payment datedue on an Interest Payment Date). (c) In addition, at any time prior to August 15, 2012, the Company may redeem up to 35% of the principal amount of the Notes originally issued (including any additional Notes originally issued after the Closing Date) with the Net Cash Proceeds of one or more sales of the Company's Capital Stock (other than Disqualified Stock) at a Redemption Price (expressed as a percentage of principal amount) of 107.250%, plus accrued and unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that at least 65% of the aggregate principal amount of Notes originally issued (including any additional Notes originally issued after the Closing Date) remains outstanding after each such redemption and notice of any such redemption is mailed within 60 days of each such sale of Capital Stock. Notes in original denominations larger than $1,000 may be redeemed in part. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in the payment of the Redemption Price.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company (a) At any time prior to May 115, 2003. On and after such date2018, the Securities will be redeemable, at Issuer may redeem the Company's option, Dollar Notes in whole or in part, at any time its option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail at a redemption price equal to each holder's registered address100% of the principal amount of such Dollar Notes plus the relevant Applicable Premium as of, at the following redemption prices (expressed in percentages of principal amount), plus and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Dollar Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 115, 20012018, the Company Issuer may redeem in the aggregate up to 35% of the original principal amount of the Securities Dollar Notes with the net cash proceeds of one or more received by the Issuer from any Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Offering at a redemption price (expressed as a percentage of principal amount) of 109.250equal to 106.500% plus accrued and unpaid interest, thereon, if any, to the redemption date (subject date, in an aggregate principal amount for all such redemptions not to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65exceed 40% of the original aggregate principal amount of the Securities must remain outstanding Dollar Notes (including Additional Notes), provided that (i) in each case the redemption takes place not later than 180 days after each such redemption; provided further, however, that each such redemption occurs within 90 days the closing of the date of closing of such related Equity Offering; and (ii) not less than 50% of the original aggregate principal amount of the Dollar Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Dollar Notes held by the Issuer or any of its Restricted Subsidiaries). The Trustee shall select the Dollar Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Dollar Notes will not be redeemable at the Issuer’s option prior to May 15, 2018. (d) At any time and from time to time on or prior to after May 115, 20032018, the Securities Issuer may also be redeemed as a redeem the Dollar Notes, in whole or in part, at the option of the Company upon the occurrence of a Change of Controlits option, upon not less than 30 15 nor more than 60 days prior days’ notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% the percentage of the principal amount thereof set forth below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if anyany on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: Period Percentage 2018 103.250 % 2019 101.625 % 2020 and thereafter 100.000 % (e) Notice of any redemption of the Dollar Notes in connection with a corporate transaction (including an Equity Offering, an incurrence of Indebtedness or a Change of Control) may, at the Issuer’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the date of related transaction. If such redemption (the "Redemption Date") (or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the right Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of Holders the redemption price and performance of record the Issuer’s obligations with respect to such redemption may be performed by another Person. (f) If the optional redemption date is on the relevant or after an interest record date to receive interest due and on or before the relevant related interest payment date), the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Dollar Notes will be subject to redemption by the Issuer. (g) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Dollar Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Dollar Notes.

Redemption. Except as set forth provided below, the Securities will FelCor LP may not be redeemable at the option redeem any of the Company Notes prior to May June 1, 20032015. On and after such date, the Securities will be redeemable, at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at At any time and from time to time prior to May June 1, 20012015, the Company may FelCor LP may, at its option, redeem in the aggregate up to 35% all or a portion of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Notes at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and with respect to the notes plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the Redemption Date. Notice of such redemption must be mailed to holders of the notes called for redemption not less than 30 (or such shorter period as may be permitted by the Depositary) nor more than 60 days prior to, but excluding, the Redemption Date. Notwithstanding the foregoing, at any time, or from time to time, on or prior to June 1, 2014, FelCor LP may, at its option, use the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the principal amount of the Notes at a Redemption Price of 106.75% of the principal amount thereof, together with accrued and unpaid interest and Additional Interest, if any, thereon, if any, to, but excluding, the date of redemption (the "Redemption Date"; provided that (i) at least 65% of the principal amount of the Notes issued under this Indenture remains out-standing immediately after such redemption; and (subject ii) FelCor LP makes such redemption not more than 90 days after the consummation of any such Equity Offering. Notwithstanding the foregoing, at any time, and from time to time, on and after June 1, 2015, FelCor LP may redeem all or a portion of the right Notes, at the following Redemption Prices (expressed as percentages of Holders the principal amount thereof) if redeemed during the 12-month period commencing June 1 of record the years indicated below, in each case together with accrued and unpaid interest thereon to, but excluding, the Redemption Date: Year Redemption Price 2015 103.375% 2016 101.688% 2017 and thereafter 100.000% Notice of any optional redemption will be mailed at least 30 (or such shorter period as may be permitted by the Depositary) but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its last address as it appears in the Note Register. Notes in original principal amount greater than $1,000 may be redeemed in part. On and after the Redemption Date, interest ceases to accrue on Notes or portions thereof called for redemption, unless FelCor LP defaults in the relevant record date to receive interest payment of the amount due on the relevant interest payment date)upon redemption.

Redemption. Except as set forth below(a) At any time prior to August 15, 2024, the Securities will not be redeemable at Issuer may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in percentages as a percentage of the principal amount)amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1August 15, 20012024, the Company Issuer may redeem on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3535.0% of the original aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Notes) issued under the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Indenture at a redemption price (expressed as a percentage of the principal amountamount of Notes to be redeemed) of 109.250% equal to 109.00%, plus accrued and unpaid interest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds received by the Issuer of one or more Equity Offerings; provided, however, provided that at least 65not less than 60.0% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (calculated after giving effect to the issuance of any Additional Notes as permitted under the Indenture, but excluding Notes held by the Issuer or any of its Affiliates, unless all such Notes are redeemed substantially concurrently); provided further, however, further that each such redemption occurs within not later than 90 days of after the date of closing of such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.5 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Issuer’s option prior to August 15, 2024 (d) At any time and from time to time on or prior to May 1after August 15, 20032024, the Securities Issuer may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 10 (or, in the case of any redemption notice sent prior to August 15, 2024, not less than 30 days) nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on August 15 of each of the years indicated in the table below: Year Percentage 2024 104.500% 2025 102.250% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Disposition Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.5 of the Indenture.

Redemption. Except as set forth below(a) At any time prior to April 1, 2025, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in percentages as a percentage of the principal amount)amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May April 1, 20012025, the Company may redeem on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540.0% of the original principal amount of Notes issued under the Securities Indenture on the Issue Date (together with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Additional Notes) at a redemption price (expressed as a percentage of the principal amountamount of Notes to be redeemed) of 109.250% equal to 106.625%, plus accrued and unpaid interest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided, however, provided that at least 65not less than 40.0% of the original principal amount of the Securities must remain then-outstanding Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such notes are redeemed substantially concurrently; provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be redeemable at the Company’s option prior to April 1, 2025. (d) At any time and from time to time on or prior to May after April 1, 20032025, the Securities Company may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 10 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of each of the years indicated in the table below: Year Percentage 2025 103.3125 % 2026 101.6563 % 2027 and thereafter 100.0000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 10 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Section 5.1 through 5.6 of the Indenture. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company prior to May 1, 2003. On and after such date, the Securities The Notes will be redeemable, at the Company's ’s option, at any time prior to maturity in accordance with the provisions of this Section 6. (a) The 2026 Notes will be redeemable, at the Company’s option, in whole or in part, at any time upon not less than 30 nor more than 60 days and from time to time on and after April 15, 2021 and prior notice mailed by first-class mail to each holder's registered address, maturity at the applicable redemption price set forth below. The 2026 Notes will be so redeemable at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest interest, if any, to but not including the redemption date relevant Redemption Date (subject to the right of holders Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture), if redeemed during the 12-month period commencing on May 1 April 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2021 104.000 % 2004 103.083 2022 102.000 % 2005 101.542 % 2006 2023 and thereafter 100.000 % % (b) In addition, at any time and from time to time prior to May 1April 15, 20012021, the Company at its option may redeem 2026 Notes in the an aggregate principal amount equal to up to 3540.0% of the original aggregate principal amount of the Securities Notes (including the principal amount of any Additional 2026 Notes, or any other Additional Notes of the same series as the 2026 Notes), with funds in an equal aggregate amount (the “Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionOfferings, at a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 108.000%, plus accrued and unpaid interest, if any, to but not including the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture); provided, however, that an aggregate principal amount of 2026 Notes equal to at least 6550.0% of the original aggregate principal amount of 2026 Notes (including the Securities principal amount of any Additional 2026 Notes, or any other Additional Notes of the same series as the 2026 Notes) must remain outstanding immediately after each such redemption; provided further, however, that each redemption of Notes. Any amount payable pursuant to this Section 6(b) may be funded from any source (including amounts in excess of the Redemption Amount). Any notice of any such redemption occurs within 90 days may be given prior to the completion of the date of closing of such related Equity Offering. , but in no event may be given more than 180 days after the completion of the related Equity Offering. (c) At any time on or prior to May 1April 15, 20032021, the Securities 2026 Notes may also be redeemed as a in whole or in part, at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressCompany’s option, at a redemption price (the “Redemption Price”) equal to 100100.0% of the principal amount thereof plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest, if any, to, to but not including the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture).

Redemption. Except as set forth below(a) Prior to May 15, 2013, not more than once in each twelve-month period, the Securities will not be redeemable Issuer may, at the option its option, redeem up to 10% of the Company prior aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to May 1, 2003. On and after such date, 103% of the Securities will principal amount of the Notes to be redeemable, at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount)redeemed, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date of redemption. (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at b) At any time and from time to time prior to May 115, 20012013, the Company may Issuer may, on one or more occasions, redeem in the aggregate up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.375% of the Securities principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings received by, by the Issuer or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, cash contribution to the redemption date equity capital of the Issuer (subject to other than Disqualified Stock) from the right net cash proceeds of holders one or more Equity Offerings by the Issuer, Holdings or any other direct or indirect parent of record on the relevant record date to receive interest due on the relevant interest payment date)Issuer; provided, however, that provided that: (i) at least 65% of the original aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Securities must remain Issuer and its Affiliates) remains outstanding immediately after each the occurrence of such redemption; provided further, however, that each such and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. At any time on . (c) On or prior to after May 115, 20032013, the Securities may also be redeemed as a whole Issuer may, on one or more occasions, redeem all or any portion of the Notes, at the option redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on May 15 of the Company upon years indicated below, subject to the occurrence rights of a Change holders of ControlNotes on the relevant record date to receive interest on the relevant interest payment date: 2013 104.188 % 2014 102.094 % 2015 and thereafter 100.000 % (d) Before May 15, upon not less than 30 nor 2013, the Issuer may, on one or more than 60 days prior notice (but in no event more than 30 days after occasions, redeem all or any portion of the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressNotes, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, the date of redemption (the "a “Make-Whole Redemption Date"”). (e) Unless the Issuer defaults in the payment of the redemption price, interest and Additional Interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (subject f) Any redemption pursuant to this paragraph 7 shall be made pursuant to the right provisions of Holders Article V of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Redemption. Except as set forth belowOn or after February 15, 2024, the Securities will not be redeemable Issuer may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered addressas described in Paragraph 7 of this Note, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May 1 February 15 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2024 101.750 % 2004 103.083 2025 100.875 % 2005 101.542 % 2006 2026 and thereafter 100.000 % In addition, prior to February 15, 2024, the Issuer may redeem the Notes at its option, in whole at any time and or in part from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 nor more than 60 days prior notice (but as described in no event more than 30 days after the occurrence Paragraph 7 of such Change of Control) mailed by first- class mail to each holder's registered addressthis Note, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time prior to February 15, 2024, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount not to exceed the amount of net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 103.50%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed by the Issuer to each holder of Notes being redeemed, or delivered electronically if held by The Depository Trust Company (“DTC”), and otherwise in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, at any time and from time to time, upon not less than 10 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail to each holder’s registered address, or delivered electronically if held by DTC, the Issuer may redeem during each twelve-month period commencing with the Issue Date up to 10% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) at a redemption price (expressed as a percentage of the principal amount thereof) of 103.00%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, Incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), and/or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date as so delayed, and/or that such notice may be rescinded at any time by the Issuer if the Issuer determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). For the avoidance of doubt, if any redemption date shall be delayed as contemplated by this paragraph and the terms of the applicable notice of redemption, such redemption date as so delayed may occur, subject to the applicable procedures of DTC, at any time after the original redemption date set forth in the applicable notice of redemption and after the satisfaction (or waiver) of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original redemption date or more than 60 days after the applicable notice of redemption. In addition, the Issuer may provide in such notice that payment date)of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

Redemption. Except as set forth below(a) On or after December 1, 2011, the Securities will not be redeemable at the option Company may redeem all or a part of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail and from time to each holder's registered address, time at its option at the following redemption prices Redemption Prices (expressed in as percentages of the principal amount), ) plus accrued and unpaid interest on the Securities, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If applicable Redemption Date, if redeemed during the 12-month period commencing on May beginning December 1 of the years set forth belowindicated: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2011 104.188 % 2004 103.083 2012 102.094 % 2005 101.542 2013 100.000 % (b) Prior to December 1, 2010, the Company may on one or more occasions redeem up to 35% 2006 of the aggregate principal amount of the outstanding Securities (including any Additional Securities) at a Redemption Price of 108.375% of the principal amount of the Securities, plus accrued and thereafter 100.000 unpaid interest, if any, thereon to the Redemption Date, with the net cash proceeds (other than Designated Proceeds) of any one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of the Securities (including any Additional Securities) originally issued under the Indenture remains outstanding immediately after each such redemption and (ii) each such redemption occurs within 180 days of the date of the closing of the related Equity Offering. (c) In addition, at any time and from time to time prior to May December 1, 20012011, the Company may may, at its option, redeem in all or part of the aggregate up to 35Securities at a Redemption Price equal to (i) 100% of the original principal amount of thereof, plus (ii) the Securities with the proceeds of one or more Equity Offerings received byApplicable Premium, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price plus (expressed as a percentage of principal amountiii) of 109.250% plus accrued and unpaid interest, if any, to thereon to, the redemption date Redemption Date. (subject to the right d) If Holders of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65not less than 95% of the original in aggregate principal amount of the outstanding Securities must remain outstanding after each validly tender and do not withdraw such redemption; provided furtherSecurities in a Change of Control Offer and the Company, however, that each such redemption occurs within 90 days or any third party making a Change of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option Control Offer in lieu of the Company upon as permitted by Section 4.12 of the occurrence Indenture, purchases all of a Change of Controlthe Securities validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days days’ prior notice (but in no event notice, given not more than 30 days after following such purchase pursuant to the occurrence of such Change of Control) mailed by first- class mail Control Offer, to each holder's registered address, redeem all Securities that remain outstanding following such purchase at a redemption price Redemption Price in cash equal to 100% the applicable Change of Control Payment plus, to the principal amount thereof plus extent not included in the Applicable Premium as ofChange of Control Payment, and accrued and unpaid interest, if any, to, interest thereon to the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Redemption. Except as set forth below(a) At any time prior to April 30, 2024, the Securities will not be redeemable at Issuer may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-electronic delivery or first class mail mail, postage prepaid, with a copy to the Trustees and the Agent, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 100% of the following redemption prices (expressed in percentages principal amount of principal amount)Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1April 30, 20012024, the Company may redeem Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Notes issued under this Indenture at a redemption price (expressed as a percentage equal to 104.375% of the aggregate principal amount) of 109.250% amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, thereon, if any, to but excluding the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided, however, provided that at least 65not less than 50% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed or repurchased substantially concurrently; provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. The Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Issuer’s option prior to April 30, 2024. (d) At any time and from time to time on or prior to May 1after April 30, 20032024, the Securities Issuer may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 10 nor more than 60 days days’ prior notice (but in no event more than 30 days after by electronic delivery or first class mail, postage prepaid, with a copy to the occurrence Trustees and the Agent, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, tothereon, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 30 of each of the years indicated in the table below: Period Percentage 2024 102.188 % 2025 101.094 % 2026 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. (g) The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. (h) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making a such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.

Redemption. Except as set forth below(a) At any time prior to August 15, 2018, the Securities will not be redeemable at Issuers may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time their option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail at a redemption price equal to each holder's registered address100% of the principal amount of such Notes plus the relevant Applicable Premium as of, at the following redemption prices (expressed in percentages of principal amount), plus and accrued and unpaid interest interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1August 15, 20012018, the Company Issuers may redeem in the aggregate up to 35% of the original principal amount of the Securities Notes with the net cash proceeds of one or more received by the Issuers from any Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Offering at a redemption price (expressed as a percentage of principal amount) of 109.250equal to 108.25% plus accrued and unpaid interest, thereon, if any, to the redemption date (subject Redemption Date, in an aggregate principal amount for all such redemptions not to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65exceed 40% of the original aggregate principal amount of the Securities must remain outstanding Notes (including Additional Notes), provided that (i) in each case the redemption takes place not later than 180 days after each such redemption; provided further, however, that each such redemption occurs within 90 days the closing of the date of closing of such related Equity Offering. ; and (ii) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Notes held by the Issuers or any of their Restricted Subsidiaries). (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Issuers’ option prior to August 15, 2018. (d) At any time and from time to time on or prior to May 1after August 15, 20032018, the Securities Issuers may also be redeemed as a redeem the Notes, in whole or in part, at the option of the Company upon the occurrence of a Change of Controltheir option, upon not less than 30 15 nor more than 60 days prior days’ notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% the percentage of the principal amount thereof set forth below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, toon the Notes redeemed, to the applicable date of redemption (redemption, if redeemed during the "Redemption Date") (subject to twelve-month period beginning on August 15 of the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).years indicated below: Period Percentage 2018 104.125 % 2019 102.063 % 2020 and thereafter 100.000 %

Redemption. Except as set forth belowOn or after August 1, 2017, the Securities will not be redeemable Issuers may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's their option, in whole or in part, at any time or in part from time to time, upon not less than 30 days’ nor more than 60 days days’ prior notice mailed by the Issuer by first-class mail mail, or delivered electronically if the Notes are held by DTC, to each holder's ’s registered addressaddress and upon not less than 30 days’ nor more than 60 days’ prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee), at (i) the following redemption prices (expressed in percentages as a percentage of principal amount), plus (ii) accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May August 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2017 104.313 % 2004 103.083 2018 102.875 % 2005 101.542 2019 101.438 % 2006 2020 and thereafter 100.000 % In addition, prior to August 1, 2017, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, upon not less than 30 days’ nor more than 60 days’ prior notice mailed by the Issuer by first-class mail, or delivered electronically if the Notes are held by DTC, to each holder’s registered address and upon not less than 30 days’ nor more than 60 days’ prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee), at (i) a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of the applicable redemption date plus (ii) accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to May August 1, 20012017, the Company Issuers may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings received by, (1) by the Issuer or invested in, (2) by any direct or indirect parent of the Company so long as there is a Public Market at Issuer to the time extent the net cash proceeds thereof are contributed to the common equity capital of such redemptionthe Issuer or are used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at (i) a redemption price (expressed as a percentage of principal amountamount thereof) of 109.250% 105.75%, plus (ii) accrued and unpaid interestinterest to, if anybut excluding, to the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6560% of the original aggregate principal amount of the Securities Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided provided, further, however, that each such redemption occurs shall occur within 90 days of after the date of closing of on which any such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, Offering is consummated upon not less than 30 days’ nor more than 60 days prior days’ notice (but in no event mailed, or delivered electronically if the Notes are held by DTC, by the Issuer to each holder of Notes and upon not less than 30 days’ nor more than 30 days after 60 days’ prior written notice to the occurrence Trustee (or such shorter period as may be agreed by the Trustee) being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such Change of Control) mailed by first- class mail to each holder's registered addressredemption described above or notice thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption price equal to 100% upon completion of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)an Equity Offering.

Redemption. Except as set forth belowprovided in this Paragraph 5 or as provided in Sections 3.1 or 3.2 of the Indenture, the Issuer shall not have the right to redeem any Securities. The Securities will not be are redeemable in whole or from time to time in part at any time on or after October 1, 2010 at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemableIssuer, at the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price Redemption Price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interestset forth below, if any, to redeemed during the redemption date (subject to the right 12-month period commencing October 1 of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% each of the original principal amount of the Securities must remain outstanding after years indicated below, in each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") case (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date), plus any accrued but unpaid interest (and Liquidated Damages, if any) to the relevant Redemption Date. 2010 103.375 % 2011 102.250 % 2012 101.125 % 2013 and thereafter 100.000 % On or prior to October 1, 2008, upon one or more Qualified Equity Offerings, up to 35% aggregate principal amount of the Securities issued pursuant to the Indenture may be redeemed at the option of the Issuer with cash from the Net Cash Proceeds of such Qualified Equity Offering, at 106.75% of the principal amount thereof (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date), plus accrued but unpaid interest (and Liquidated Damages, if any) to the date of redemption; provided, that such redemption shall occur within 60 days of such Qualified Equity Offering. The Securities may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided herein, at any time at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest, if any, thereon, plus Liquidated Damages, if any, to the date fixed for redemption if, as a result of any change in or amendment to the laws, treaties, rulings or regulations of The Bahamas, or of any political subdivision or taxing authority thereof or therein, or any change in the official position of the applicable taxing authority regarding the application or interpretation of such laws, treaties, rulings or regulations (including a holding judgment or order of a court of competent jurisdiction) or any execution thereof or amendment thereto, which is enacted into law or otherwise becomes effective after the Issue Date, the Issuer is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts on the Securities as a result of the imposition of a Bahamian tax and the payment dateof such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuer which do not cause the Issuer to incur any material costs. The Issuer shall also pay to holders on the redemption date any Additional Amounts then due and which will become due as a result of the redemption would otherwise be payable. If a Holder or a beneficial owner of a Note is required by any Gaming Authority to be found suitable, the Holder shall apply for a finding of suitability within 30 days after a Gaming Authority request or sooner if so required by such Gaming Authority. The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability. If a Holder or beneficial owner is required to be found suitable and is not found suitable by a Gaming Authority, the Holder shall, to the extent required by applicable law, dispose of his Securities within 30 days or within that time prescribed by a Gaming Authority, whichever is earlier. If the Holder fails to dispose of his Securities within such time period, the Issuer may, at its option, redeem such Holder’s Securities at, depending on applicable law, (i) the principal amount thereof, together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of the finding of unsuitability by a Gaming Authority, (ii) the amount that such Holder paid for the Securities, (iii) the fair market value of the Securities, (iv) the lowest of clauses (i), (ii) and (iii), or (v) such other amount as may be determined by the appropriate Gaming Authority. Any redemption of the Securities shall comply with Article III of the Indenture.

Redemption. The Company shall be required to mandatorily redeem the Securities (a) on [November 8], 2021 as provided in Section 3.07(c) of the Indenture and subject to the terms of Article 3 of the Indenture and (b) upon a Release Trigger Event as provided in, and subject to the terms of, the Indenture. Except as set forth under Section 4.03 of the Indenture, the Company shall not be required to repurchase the Securities at the option of the Holders. Except as set forth below, the Securities will Company shall not be redeemable at the option of the Company prior entitled to May 1, 2003. On and after such date, redeem or otherwise prepay the Securities will be redeemable, at the Company's option, in whole or in part, ’s option at any time. At any time prior to [May 15], 2023, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 10 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressdays’ notice, at a redemption price equal to (i) 100% of the principal amount thereof of the Securities redeemed, plus the Applicable Premium as of, and (ii) accrued and unpaid interest, if any, to, interest to but excluding the redemption date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date). On and after [May 15], 2023, the Company shall be entitled at its option to redeem all or a portion of the Securities upon required notice provided in accordance with paragraph 6 below, at the redemption prices set forth below (expressed in percentages of principal amount on the redemption date)., plus accrued and unpaid interest to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during any of the periods set forth below: [May 15], 2023 to [May 14], 2024 105.0% [May 15], 2024 to [May 14], 2025 102.5% [May 15], 2025 and thereafter 100.0%

Redemption. Except as set forth provided below, FelCor LP may not redeem any of the Securities will not Notes prior to December 1, 2006. The Notes may be redeemable redeemed at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's optionFelCor LP, in whole or in part, at any time and from time to time, on or after December 1, 2006, upon not less than 30 days’ nor more than 60 days prior notice mailed by first-class mail to each holder's registered addressdays’ notice, at the following redemption prices Redemption Prices (expressed in as percentages of the principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If amount thereof) if redeemed during the 12-month period commencing on May December 1 of the years set forth indicated below, in each case together with accrued and unpaid interest thereon to the Redemption Date: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2006 102.000 % 2004 103.083 2007 101.000 % 2005 101.542 % 2006 2008 and thereafter 100.000 % In additionNotwithstanding the foregoing, at any time and time, or from time to time time, on or prior to May June 1, 20012007, FelCor LP may, at its option, use the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the net cash proceeds of one or more Equity Offerings received by, or invested in, to redeem up to 35% of the Company so long as there is a Public Market at principal amount of the time of such redemption, Notes at a redemption price Redemption Price (expressed as a percentage of the principal amountamount thereof) equal to the sum of 109.250(a) 100% plus (b) the then Applicable Interest Rate on the Notes, together with accrued and unpaid interestinterest thereon, if any, to the redemption date Redemption Date; provided that (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that i) at least 65% of the original principal amount of the Securities must remain Notes issued under this Indenture remains outstanding immediately after each such redemption; provided further, however, that each and (ii) FelCor LP makes such redemption occurs within not more than 90 days after the consummation of the date of closing of any such Equity Offering. At Notice of any time on or prior to May 1, 2003, the Securities may also optional redemption will be redeemed as a whole mailed at the option of the Company upon the occurrence of a Change of Control, upon least 30 but not less than 30 nor more than 60 days prior notice (but before the Redemption Date to each Holder of Notes to be redeemed at its last address as it appears in no event more the Note Register. Notes in original principal amount greater than 30 days $1,000 may be redeemed in part. On and after the occurrence of such Change of Control) mailed by first- class mail Redemption Date, interest ceases to each holder's registered addressaccrue on Notes or portions thereof called for redemption, at a redemption price equal to 100% unless FelCor LP defaults in the payment of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)upon redemption.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company At any time prior to May 1, 2003. On and after such date2015, the Securities will be redeemableIssuer may redeem all or a part of the Notes on one or more occasions, upon notice as described under Section 5.3 of the Indenture, at a redemption price equal to 100% of the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages principal amount of principal amount)Notes redeemed, plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon and Additional Interest, if any, to but excluding, the date of redemption date (the “Redemption Date”), subject to the right rights of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior . Prior to May 1, 20012014, the Company may Issuer may, at its option, upon notice as described under Section 5.3 of the Indenture, redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities with Notes issued under the proceeds of Indenture on one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, occasions at a redemption price equal to 100107.75% of the aggregate principal amount thereof of the Notes, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that (a) at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. In addition, if (i) the Merger Agreement is terminated without consummation of the Citadel Transaction and (ii) neither CMP nor any of its Subsidiaries has become a Restricted Subsidiary, during each 12-month period commencing on the date of such termination to the third anniversary of such termination or such earlier time as CMP or any of its Subsidiaries becomes a Restricted Subsidiary, the Issuer shall be entitled to redeem up to 10% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Except as set forth above, the Notes shall not be redeemable at the Issuer’s option prior to May 1, 2015. On and after May 1, 2015, the Issuer may redeem all or a part of the Notes on one or more occasions, upon notice as described under Section 5.3 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated in the table below: 2015 103.875 % 2016 101.938 % 2017 and thereafter 100.000 % Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.

Redemption. Except as set forth below, the Securities will not The Notes may be redeemable redeemed at the option of the Company prior to May 1Trust, 2003. On and after such date, the Securities will be redeemable, at the Company's option, in as a whole or from time to time in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail on or from time to each holder's registered addresstime on or after April 1, 2003 at the following redemption prices Redemption Prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date") Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant applicable Interest Payment Date), if redeemed during the 12-month period beginning April 1 of each of the years set forth below: Redemption Year Price ---- ------ 2003........................................ 104.875% 2004........................................ 103.250% 2005........................................ 101.625% 2006 and thereafter......................... 100.000% Notice of a redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder's last address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be redeemed in part in integral multiples of $1,000. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Trust defaults in the payment date)of the Redemption Price. In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraph, at any time prior to April 1, 2003, the Notes will be redeemable at the option of the Trust, in whole or in part, on not less than 30 nor more than 60 days' prior written notice to each holder of Notes to be redeemed, at a redemption price equal to the sum of (x) the principal amount thereof, plus (y) accrued and unpaid interest, if any, to the applicable date of redemption, plus (z) the Applicable Premium.

Redemption. Except as set forth belowOn or after December 1, 2023, the Securities will not be redeemable Issuer may redeem the Notes at the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's its option, in whole or in part, at any time or in part from time to time, upon not less than 30 15 nor more than 60 days days’ prior notice mailed (or caused to be mailed) by the Issuer by first-class mail mail, or delivered electronically if the Notes are held by The Depository Trust Company (“DTC”), to each holder's ’s registered addressaddress (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date): If Interest Payment Date), if redeemed during the 12-month period commencing on May December 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 2023 102.750 % 2004 103.083 2024 101.375 % 2005 101.542 % 2006 2025 and thereafter 100.000 % In addition, prior to December 1, 2023, the Issuer may redeem the Notes at its option, in whole at any time and or in part from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controltime, upon not less than 30 15 nor more than 60 days days’ prior notice mailed (but in no event more than 30 days after or caused to be mailed) by the occurrence of such Change of Control) mailed Issuer by first- first-class mail mail, or delivered electronically if the Notes are held by DTC, to each holder's ’s registered addressaddress (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date of redemption (the "Redemption Date") (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to December 1, 2023, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with an amount equal to the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or are used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 105.50%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest payment datedue on the relevant Interest Payment Date); provided, however, that at least 65% of the original aggregate principal amount of the Notes issued on the date of the Indenture must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or caused to be mailed) by the Issuer by first-class mail, or delivered electronically if the Notes are held by DTC, to the registered address of each holder of Notes being redeemed (with a copy to the Trustee) and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption upon completion of an Equity Offering.

Redemption. Except as set forth below(a) At any time prior to August 15, 2022, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered address, at Holder of the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest Notes to the redemption date (subject to the right address of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem such Holder appearing in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionNotes Register, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior Notes to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Controlredeemed) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount thereof of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, to but excluding the date of redemption (the "“Redemption Date") (”), subject to the right rights of Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to August 15, 2022, the Company may redeem Notes, at its option, with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 105.25% plus accrued and unpaid interest, if any, to but excluding the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately thereafter, excluding Notes held by the Company or any of the Restricted Subsidiaries, unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under SECTIONS 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7 or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to August 15, 2022. (d) At any time and from time to time on or after August 15, 2022, the Company may redeem the Notes in whole or in part, at its option, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on August 15 of the year indicated below: 2022 102.6250 % 2023 101.3125 % 2024 and thereafter 100.0000 % (e) Notice of any redemption of the Notes may, at the Company’s discretion, be given prior to the completion of a transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (f) If the optional Redemption Date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest up to, but excluding, the Redemption Date will be paid on the Redemption Date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. (g) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of SECTIONS 5.1 through 5.6 of the Indenture.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company (a) At any time prior to May 1, 2003. On and after such date2024, the Securities will be redeemable, at Issuer may redeem the Company's option, Notes in whole or in part, at any time their option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in percentages as a percentage of the principal amount)amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record Holders on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May November 1, 20012023, the Company Issuer may redeem on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540.0% of the original principal amount of Notes issued under the Securities Indenture on the Issue Date (together with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Additional Notes) at a redemption price (expressed as a percentage of the principal amountamount of Notes to be redeemed) of 109.250% equal to 106.750%, plus accrued and unpaid interest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds received by the Issuer of one or more Equity Offerings of the Issuer; provided, however, provided that at least 65not less than 50.0% of the original principal amount of the Securities must remain then-outstanding Notes initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (including Additional Notes but excluding Notes held by the Issuer or any of their Restricted Subsidiaries), unless all such notes are redeemed substantially concurrently; provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. At any time on or The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6 and paragraph 7 below, the Notes will not be redeemable at the Issuer’s option prior to May 1, 20032024. (d) At any time and from time to time on or after May 1, 2024, the Securities Issuer may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 10 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve‑month period beginning on May 1 of each of the years indicated in the table below: Year Percentage 2024 103.375 % 2025 101.688 % 2026 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Asset Disposition Offer, Collateral Asset Sale Offer or Collateral Advance Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. (f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Section 5.1 through 5.6 of the Indenture. Except as set forth in paragraph 7, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company At any time prior to May 1, 2003. On and after such date2015, the Securities will be redeemableIssuer may redeem all or a part of the Notes on one or more occasions, upon notice as described under Section 5.3 of the Indenture, at a redemption price equal to 100% of the Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages principal amount of principal amount)Notes redeemed, plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon and Additional Interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior . Prior to May 1, 20012014, the Company may Issuer may, at its option, upon notice as described under Section 5.3 of the Indenture, redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities with Notes issued under the proceeds of Indenture on one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, occasions at a redemption price equal to 100107.75% of the aggregate principal amount thereof of the Notes, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that (a) at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. In addition, if (i) the Merger Agreement is terminated without consummation of the Citadel Transaction and (ii) neither CMP nor any of its Subsidiaries has become a Restricted Subsidiary, during each 12-month period commencing on the date of such termination to the third anniversary of such termination or such earlier time as CMP or any of its Subsidiaries becomes a Restricted Subsidiary, the Issuer shall be entitled to redeem up to 10% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Except as set forth above, the Notes shall not be redeemable at the Issuer’s option prior to May 1, 2015. On and after May 1, 2015, the Issuer may redeem all or a part of the Notes, on one or more occasions, upon notice as described under Section 5.3 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated in the table below: 2015 103.875 % 2016 101.938 % 2017 and thereafter 100.000 % Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.

Redemption. Except as set forth below(a) At any time prior to August 15, 2018, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered addressHolder of Notes to the address of such Holder appearing in the Notes Register, at the following a redemption prices price (expressed in as percentages of principal amount)amount of the Notes to be redeemed) equal to 100.0% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest interest, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 1August 15, 20012018, the Company may redeem on one or more occasions, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the aggregate Notes Register, redeem up to 3540.0% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Notes issued under this Indenture at a redemption price (expressed as a percentage percentages of principal amountamount of the Notes to be redeemed) equal to 110.750% of 109.250% the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to but excluding the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided, however, provided that at least 65not less than 50% of the original aggregate principal amount of Notes initially issued under the Securities must remain Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further, however, further that each such redemption occurs within 90 not later than 180 days of after the date of closing of such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Company’s option prior to August 15, 2018. (d) At any time and from time to time on or prior to May 1after August 15, 20032018, the Securities Company may also be redeemed as a redeem the Notes, in whole at the option of the Company upon the occurrence of a Change of Controlor in part, upon not less than 30 15 nor more than 60 days days’ prior notice (but in no event more than 30 days after notice, with a copy to the occurrence Trustee, to each Holder of Notes to the address of such Change Holder appearing in the Notes Register at the redemption prices (expressed as percentages of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% principal amount of the principal amount thereof Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, to but excluding the date of redemption (the "applicable Redemption Date") (, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on August 15 of each of the years indicated in the table below: Period Percentage 2018 108.063 % 2019 105.375 % 2020 102.688 % 2021 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 15 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. Except as set forth in this paragraph 7, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below(a) At any time prior to September 15, 2027, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time its option, upon not less than 30 10 nor more than 60 days days’ prior notice mailed by first-class mail notice, with a copy to the Trustee, to each holder's registered address, at the following redemption prices (expressed in percentages Holder of principal amount), plus accrued and unpaid interest Notes to the redemption date (subject to the right address of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem such Holder appearing in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemptionNotes Register, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior Notes to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 30 days after the occurrence of such Change of Controlredeemed) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100100.000% of the principal amount thereof of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the "Redemption Date") (, subject to the right rights of Holders of record the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to September 15, 2027, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the aggregate principal amount of Notes issued under the Indenture (including Additional Notes) at a redemption price (expressed as a percentage of principal amount of the Notes to be redeemed) equal to 107.750% of the principal amount of such Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company or Holdings from any Equity Offerings of the Company; provided that not less than 50.0% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by Holdings, the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) In addition, at any time and from time to time prior to September 15, 2027, the Company may redeem up to 10.0% of the aggregate principal amount of the Notes issued under the Indenture (including Additional Notes) during any twelve-month period, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. (d) [Reserved]. (e) Except pursuant to clauses (a), (b) and (c) of this paragraph 6, the Notes will not be redeemable at the Company’s option prior to September 15, 2027. (f) At any time and from time to time on or after September 15, 2027, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on September 15 of each of the years indicated in the table below: Period Percentage 2027 103.875 % 2028 101.938 % 2029 and thereafter 100.000 % (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (h) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (i) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below(a) At any time prior to October 31, 2024, the Securities will not be redeemable at Company may redeem the option of the Company prior to May 1, 2003. On and after such date, the Securities will be redeemable, at the Company's option, Notes in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at any time and from time to time prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 109.250% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original principal amount of the Securities must remain outstanding after each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of such Equity Offering. At any time on or prior to May 1, 2003, the Securities may also be redeemed as a whole at the option of the Company upon the occurrence of a Change of Controlits option, upon not less than 30 10 nor more than 60 days days’ prior notice (but as described in no event more than 30 days after ‎Section 5.3 of the occurrence of such Change of Control) mailed by first- class mail to each holder's registered addressIndenture, at a redemption price equal to 100100.0% of the principal amount thereof of such Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the "“Redemption Date"”). (b) At any time and from time to time prior to October 31, 2024, the Company may, upon not less than 10 nor more than 60 days’ prior notice as described in ‎Section 5.3 of the Indenture, redeem Notes with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 104.375% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40.0% of the original aggregate principal amount of Notes issued under the Indenture on the Issue Date (subject including Additional Notes); provided that (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering and (ii) not less than 40.0% of the original aggregate principal amount of Notes (excluding any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under Sections ‎5.1 through ‎5.6 of the Indenture. (c) Except pursuant to clauses ‎(a) and ‎(b) of this paragraph 6, the Notes will not be redeemable at the Company’s option prior to October 31, 2024. (d) At any time and from time to time on or after October 31, 2024, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice as described in ‎Section 5.3 of the Indenture, at a redemption price equal to the right percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the Redemption Date, if redeemed during the twelve-month period beginning on October 31 of the year indicated below: 2024 102.188 % 2025 101.094 % 2026 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with a tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of record not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice as described in ‎Section 5.3 of the Indenture, given not more than 10 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the relevant record date to receive interest due Notes or portions thereof called for redemption on the relevant interest payment date)applicable Redemption Date. (g) Any redemption pursuant to paragraph 6 shall be made pursuant to the provisions of Sections ‎5.1 through ‎5.6 of the Indenture. The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes.

Redemption. Except as set forth below, the Securities will not be redeemable at the option of the Company (a) At any time prior to May 115, 2003. On and after such date2018, the Securities will be redeemable, at Issuer may redeem the Company's option, Dollar Notes in whole or in part, at any time its option, upon not less than 30 15 nor more than 60 days days’ prior notice mailed by first-class mail at a redemption price equal to each holder's registered address100% of the principal amount of such Dollar Notes plus the relevant Applicable Premium as of, at the following redemption prices (expressed in percentages of principal amount), plus and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption date (the “Redemption Date”), subject to the right rights of holders of record the Dollar Notes on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on May 1 of the years set forth below: PERIOD REDEMPTION PRICE ------ ---------------- 2003 104.625 % 2004 103.083 % 2005 101.542 % 2006 and thereafter 100.000 % In addition, at . (b) At any time and from time to time prior to May 115, 20012018, the Company Issuer may redeem in the aggregate up to 35% of the original principal amount of the Securities Dollar Notes with the net cash proceeds of one or more received by the Issuer from any Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, Offering at a redemption price (expressed as a percentage of principal amount) of 109.250equal to 106.500% plus accrued and unpaid interestinterest and Additional Interest, thereon, if any, to the redemption date (subject date, in an aggregate principal amount for all such redemptions not to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65exceed 40% of the original aggregate principal amount of the Securities must remain outstanding Dollar Notes (including Additional Notes), provided that (i) in each case the redemption takes place not later than 180 days after each such redemption; provided further, however, that each such redemption occurs within 90 days the closing of the date of closing of such related Equity Offering; and (ii) not less than 50% of the original aggregate principal amount of the Dollar Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Dollar Notes held by the Issuer or any of its Restricted Subsidiaries). The Trustee shall select the Dollar Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Dollar Notes will not be redeemable at the Issuer’s option prior to May 15, 2018. (d) At any time and from time to time on or prior to after May 115, 20032018, the Securities Issuer may also be redeemed as a redeem the Dollar Notes, in whole or in part, at the option of the Company upon the occurrence of a Change of Controlits option, upon not less than 30 15 nor more than 60 days prior days’ notice (but in no event more than 30 days after the occurrence of such Change of Control) mailed by first- class mail to each holder's registered address, at a redemption price equal to 100% the percentage of the principal amount thereof set forth below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon and Additional Interest, if anyany on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: Period Percentage 2018 103.250 % 2019 101.625 % 2020 and thereafter 100.000 % (e) Notice of any redemption of the Dollar Notes in connection with a corporate transaction (including an Equity Offering, an incurrence of Indebtedness or a Change of Control) may, at the Issuer’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the date of related transaction. If such redemption (the "Redemption Date") (or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the right Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of Holders the redemption price and performance of record the Issuer’s obligations with respect to such redemption may be performed by another Person. (f) If the optional redemption date is on the relevant or after an interest record date to receive interest due and on or before the relevant related interest payment date), the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Dollar Notes will be subject to redemption by the Issuer. (g) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Dollar Notes or portions thereof called for redemption on the applicable Redemption Date. (h) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. Except as set forth in paragraph 5 above, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Dollar Notes.