Common use of Optional Redemption upon Equity Offerings Clause in Contracts

Optional Redemption upon Equity Offerings. At any time, or from time to time, prior to June 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, prior to June October 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500113.500% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, to the Redemption Datedate of redemption; provided that: (1i) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2ii) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June November 1, 20102012, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem in the aggregate up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500equal to 111% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that: (1) after giving effect to any such redemption at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemptionoutstanding; and (2) the Company makes will make such redemption not more than 120 90 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June October 1, 20102009, the Company may, at its option, upon not less than 30 days nor more than 60 days notice, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereoninterest, if any, thereon to the Redemption Date; provided that: (1) at least 65% of the original principal amount of Notes (which includes including Additional Notes, if any) originally issued under this Indenture remains shall remain outstanding immediately after any such redemption; and (2) the Company makes shall make such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1March 15, 20102007, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount at maturity of the Notes (which includes including Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500112.000% of the aggregate principal Accreted Value amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the Redemption Date; provided that: (1) at least 65% of the original principal amount at maturity of Notes (which includes including Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June April 1, 20102006, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the aggregate principal amount of the Notes (which includes including any Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500equal to 109.75% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the Redemption Datedate of redemption; provided that: (1) at least 65% of the original principal amount of Notes issued under the Indenture (which includes including any Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 90 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1August 15, 20102024, the Company may, at its optionoption without the prior agreement of Holders, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem in the aggregate up to 3540% of the aggregate principal amount of the Notes issued under the Indenture (which includes calculated after giving effect to any issuance of Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500equal to 105.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; thereof; provided that: (1) after giving effect to any such redemption at least 6560% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; outstanding; and (2) the Company makes will make such redemption not more than 120 90 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1November 15, 20102015, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes including Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500110.50% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, thereon to the Redemption Date; provided that: (1) at least 65% of the principal amount of Notes (which includes including Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.. Table of Contents

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1February 15, 20102014, the Company mayIssuers are entitled, at its their option, to use an amount not equal to exceed all or a portion of the net cash proceeds Net Cash Proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes together with any Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500107.750% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the Redemption Datedate of redemption; provided provided, however, that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2) the Company makes Issuers make such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June November 1, 20102013, the Company mayIssuers are entitled, at its their option, to use an amount not equal to exceed all or a portion of the net cash proceeds Net Cash Proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes together with any Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500108.125% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the Redemption Datedate of redemption; provided provided, however, that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2) the Company makes Issuers make such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 115, 20102007, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes including Additional Notes, if any) originally issued under this Indenture the Indenture. The Notes will be redeemed at a redemption price of 110.500111-1/2% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the Redemption Date; date of redemption, provided that: (1) at least 65% of the sum of (i) $90.0 million and (ii) the initial aggregate principal amount of Additional Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains after the Issue Date remain outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, prior to June April 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of on any one or more Equity Offerings to redeem occasions, redeem, in whole or in part, up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture (including any Additional Notes issued after the Issue Date) at a redemption price Redemption Price of 110.500110.25% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereon, on the Notes redeemed to (but not including) the applicable Redemption Date; provided that: (1) at least 65% of the aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any the occurrence of such redemption; and (2) the Company makes such notice of redemption not more than 120 is mailed within 180 days after the consummation date of the closing of any such Equity Offering.

Optional Redemption upon Equity Offerings. At In addition, at any time, or from time to time, prior to June 1until February 15, 20102009, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500111.250% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the Redemption Datedate of redemption; provided that: (1) at least 65% of the original principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 115, 20102007, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount amo of the Notes (which includes including Additional Notes, if any) originally issued under this Indenture the Indenture. The Notes will be redeemed at a redemption price of 110.500111 `/2% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the Redemption Date; date of redemption, provided that: (1) at least 65% of the sum of(i) $90.0 million and (ii) the initial aggregate principal amount of Additional Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains after the Issue Date remain outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June November 1, 20102008, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally ever issued under this Indenture Indenture. The Notes will be redeemed at a redemption price of 110.500108 3/4% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the Redemption Date; , provided that: (1) at least 65% of the original principal amount of Notes (which includes Additional Notes, if any) originally ever issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1, 20102016, the Company mayIssuers are entitled, at its their option, to use an amount not equal to exceed all or a portion of the net cash proceeds Net Cash Proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes together with any Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500105.375% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the Redemption Datedate of redemption; provided provided, however, that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2) the Company makes Issuers make such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June September 1, 20102009, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes including Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500111.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, thereon to the Redemption Date; provided that: (1) at least 65% of the principal amount of Notes (which includes including Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At In addition, at any time, or from time to time, prior to June until December 1, 20102007, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500109% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, thereon, if any, to the Redemption Datedate of redemption; provided that: (1) at least 65% of the original principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, prior to June 1November 30, 20102020, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 3540% of the aggregate principal amount of the Notes (which includes including Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to if any, to, but excluding, the Redemption Date; provided that: (1) at least 6550% of the aggregate principal amount of Notes (which includes including Additional Notes, if any) originally issued under this Indenture remains shall remain outstanding immediately after any such redemptionRedemption Date; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At In addition, at any time, or from time to time, prior to June 1until February 15, 20102009, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500111.25% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the Redemption Datedate of redemption; provided that: (1) at least 65% of the original principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1August 15, 20102007, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally ever issued under this Indenture Indenture. The Notes will be redeemed at a redemption price of 110.500111.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the Redemption Date; date of redemption, provided that: (1) at least 65% of the original principal amount of Notes (which includes Additional Notes, if any) originally ever issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At In addition, at any time, or from time to time, prior to June 1until February 15, 20102009, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500111.25% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the Redemption Datedate of redemption; provided that: (1) at least 65% of the original principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1October 15, 20102016, the Company mayIssuers are entitled, at its their option, to use an amount not equal to exceed all or a portion of the net cash proceeds Net Cash Proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes together with any Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500106.000% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the Redemption Datedate of redemption; provided provided, however, that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemption; and (2) the Company makes Issuers make such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1, 20102013, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500110% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that:. In order to effect the foregoing redemption with the proceeds of any Equity Offering, (1) at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains shall remain outstanding immediately after any such redemption; and (2) the Company makes such redemption Redemption Date must be as of a date not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June November 1, 20102008, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally ever issued under this Indenture Indenture. The Notes will be redeemed at a redemption price of 110.500108-3/4% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the Redemption Date; , provided that: (1) at least 65% of the original principal amount of Notes (which includes Additional Notes, if any) originally ever issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June August 1, 20102011, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings of the Company to redeem (a “Special Redemption”) either (1) 100% of the principal amount of the Notes issued under the Indenture or (2) up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500113.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided that: (1) : · if the Company redeems less than all of the Notes, at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemptionSpecial Redemption; and (2) and · the Company makes such redemption Special Redemption not more than 120 90 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June November 1, 20102012, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem in the aggregate up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture at a redemption price of 110.500equal to 111% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that: (1) after giving effect to any such redemption at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemptionoutstanding; and (2) the Company makes will make such redemption not more than 120 90 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1March 15, 20102007, the Company Issuers may, at its their option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally ever issued under this Indenture Indenture. The 111/2% Notes will be redeemed at a redemption price of 110.500111.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the Redemption Date; date of redemption, provided that: (1) at least 65% of the original principal amount of Notes (which includes Additional Notes, if any) originally ever issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes Issuers make such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June May 1, 20102019, the Company may, at its optionoption without the prior agreement of Holders, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem in the aggregate up to 35% of the aggregate principal amount of the Notes issued under the Indenture (which includes calculated after giving effect to any issuance of Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500equal to 106.5% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that: (1) after giving effect to any such redemption at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this the Indenture remains outstanding immediately after any such redemptionoutstanding; and (2) the Company makes will make such redemption not more than 120 90 days after the consummation of any such Equity Offering.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to June 1, 20102013, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500110% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, thereon, if any, to the Redemption Date; provided that: (1) at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture remains shall remain outstanding immediately after any such redemptionRedemption Date; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.