Common use of Optional Redemption Special Redemption Clause in Contracts

Optional Redemption Special Redemption. Except as set forth in the following paragraphs, the Dollar Notes shall not be redeemable at the Company’s option prior to May 15, 2008. Thereafter, the Dollar Notes shall be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the twelve month period commencing on May 15 of the year set forth below: 2008 104.375 % 2009 102.188 % 2010 and thereafter 100.000 % In addition, prior to May 15, 2008, 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 by first-class mail to each Holder’s registered address, 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, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, prior to May 15, 2007, the Company may at its option on one or more occasions redeem the Dollar Notes (which includes Additional Dollar Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Dollar Notes (which includes Additional Dollar Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 108.75% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (i) at least 65% of such aggregate principal amount of Dollar Notes (which includes Additional Dollar Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (ii) each such redemption occurs within 60 days after the date of the related Equity Offering. Notwithstanding the foregoing, in the event that the Transactions have not been consummated on or prior to May 20, 2004, then the Company shall mandatorily redeem all the Notes on or prior to May 21, 2004, at a redemption price in cash equal to 100% of the issue price of the Notes plus accrued and unpaid interest to the date of redemption. Notice of such redemption shall be given to the Trustee no later than the close of business on May 20, 2004.

Optional Redemption Special Redemption. Except as set forth in the following paragraphs, the Dollar Euro Notes shall not be redeemable at the Company’s option prior to May 15, 2008. Thereafter, the Dollar Euro Notes shall be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the twelve month period commencing on May 15 of the year set forth below: 2008 104.375 % 2009 102.188 % 2010 and thereafter 100.000 % In addition, prior to May 15, 2008, the Company may redeem the Dollar Notes 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 by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Dollar Euro Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, prior to May 15, 2007, the Company may at its option on one or more occasions redeem the Dollar Euro Notes (which includes Additional Dollar Euro Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Dollar Euro Notes (which includes Additional Dollar Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 108.75% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (i) at least 65% of such aggregate principal amount of Dollar Notes (which includes Additional Dollar Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (ii) each such redemption occurs within 60 days after the date of the related Equity Offering. Notwithstanding the foregoing, in the event that the Transactions have not been consummated on or prior to May 20, 2004, then the Company shall mandatorily redeem all the Notes on or prior to May 21, 2004, at a redemption price in cash equal to 100% of the issue price of the Notes plus accrued and unpaid interest to the date of redemption. Notice of such redemption shall be given to the Trustee no later than the close of business on May 20, 2004.

Optional Redemption Special Redemption. (a) Except as set forth in the following paragraphsbelow, the Dollar Notes shall may not be redeemable at the Company’s option redeemed prior to May December 15, 20082016. Thereafter, the Dollar Notes shall be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued On and unpaid interest to the applicable redemption after that date, if redeemed during the twelve month period commencing on May 15 of the year set forth below: 2008 104.375 % 2009 102.188 % 2010 and thereafter 100.000 % In addition, prior to May 15, 2008, the Company may redeem the Dollar Notes at its option, in whole at any time or in part from time to timetime at the following redemption prices (expressed in percentages of principal amount), upon not less than 30 nor 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 that is on or prior to the date of redemption), if redeemed during the 12-month period beginning on or after December 15 of the years set forth below: Period Redemption Price 2016 103.438 % 2017 101.719 % 2018 and thereafter 100.000 % (b) Notwithstanding the foregoing, prior to December 15, 2015 the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Notes issued (including Additional Notes, if any) with the proceeds from one or more than 60 days’ prior notice mailed Equity Offerings by first-class mail to each Holder’s registered addressthe Company, at a redemption price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Notes (including Additional Notes, if any) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not less than 30 and no more than 60 days’ prior notice. (c) Notwithstanding the foregoing, the Company may redeem all or any portion of the Notes, at once or over time, prior to December 15, 2016, at a redemption price equal to the sum of: (i) 100% of the principal amount of the Dollar Notes redeemed plus to be redeemed, plus (ii) the Applicable Premium as ofPremium, and plus accrued and unpaid interest interest, if any, to, but excluding, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, prior to May 15, 2007, the Company may at its option on one or more occasions redeem the Dollar Notes (which includes Additional Dollar Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Dollar Notes (which includes Additional Dollar Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 108.75% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (i) at least 65% of such aggregate principal amount of Dollar Notes (which includes Additional Dollar Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (ii) each such redemption occurs within 60 days after the date of the related Equity Offering. Notwithstanding the foregoing, in the event that the Transactions have not been consummated on or prior to May 20, 2004, then the Company shall mandatorily redeem all the Notes on or prior to May 21, 2004, at a redemption price in cash equal to 100% of the issue price of the Notes plus accrued and unpaid interest to the date of redemption. Notice of such redemption shall be given to the Trustee no later than the close of business on May 20, 2004.

Optional Redemption Special Redemption. Except as set forth in the following paragraphs, the Dollar (a) The Notes shall not may be redeemable redeemed at the Company’s option prior to May 15, 2008. Thereafter, the Dollar Notes shall be subject to redemption at any time at the option election of the Company, in whole or in part, at any time and from time to time on or after June 15, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's last address as it appears in the Security Register, at the following 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 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 June 15 of the applicable year set forth below: Redemption Year Price ---- ---------- 2003 106.125% 2004 104.083 2005 102.042 2006 and thereafter 100.000 (b) At any time prior to June 15, 2001, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds from one or more sales of Capital Stock of the Company (other than Disqualified Stock), at any time as a whole or from time to time in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the twelve month period commencing on May 15 of the year set forth below: 2008 104.375 % 2009 102.188 % 2010 and thereafter 100.000 % In addition, prior to May 15, 2008, 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 by first-class mail to each Holder’s registered address's last address as it appears in the Security Register, at a redemption price equal to 100% Redemption Price (expressed in percentages of the their principal amount amount) of the Dollar Notes redeemed 112.250%, plus the Applicable Premium as of, and accrued and unpaid interest to, to the applicable redemption date Redemption Date (subject to the right of the 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 the relevant interest payment datean Interest Payment Date). Notwithstanding the foregoing, prior to May 15, 2007, the Company may ; PROVIDED that at its option on one or more occasions redeem the Dollar Notes (which includes Additional Dollar Notes, if any) in an aggregate principal amount not to exceed 35least 65% of the aggregate principal amount of the Dollar Notes originally issued on the Closing Date remains outstanding after each such redemption and notice of any such redemption is mailed within 60 days after the related sale of Capital Stock. (which includes Additional Dollar c) In the event the American Telco Acquisition is not consummated by September 15, 1998, or if it appears in the sole judgment of the Company that the American Telco Acquisition will not be consummated by such date, the Company will be required to redeem (a "Special Redemption") the Notes, if any) originally issued in whole, on 10 days' prior notice mailed by first class mail to each Holder's last address as it appears in the Security Register, at a redemption price (expressed as a percentage Redemption Price equal to 101% of their principal amount) of 108.75% , plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (i) at least 65% of such aggregate principal amount of Dollar Notes (which includes Additional Dollar Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (ii) each such redemption occurs within 60 days after the date of the related Equity Offering. Notwithstanding the foregoing, in the event that the Transactions have not been consummated on or prior to May 20, 2004, then the Company shall mandatorily redeem all the Notes on or prior to May 21, 2004, at a redemption price in cash equal to 100% of the issue price of the Notes plus accrued and unpaid interest to the date of redemption. Notice of such redemption shall be given to the Trustee no later than the close of business on May 20, 2004Redemption Date.