Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to November 1, 2007, the Company may not on any one or more occasions redeem any up to 35% of the aggregate principal amount of Notes prior to March 15, 2009. At any time on or issued under this Indenture (including additional notes issued after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, Issue Date) at a Redemption Price equal to a percentage redemption price of 107.375% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon and Additional Interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) Except pursuant to Section 3.07(a) or as otherwise set forth below, the Redemption Date Notes will not be redeemable at the Company's option prior to November 1, 2009; provided, however, the Company may acquire the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as such acquisition does not violate the terms of this Indenture. (c) On or after November 1, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the 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, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below, subject to the right rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2009............................................................ 103.688% 2010............................................................ 102.458% 2011............................................................ 101.229% 2012 and thereafter............................................. 100.000% (d) At any time prior to November 1, 2009, the Company may also redeem all or a part of record the Notes at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount . (e) Any redemption pursuant to this Section 3.07 shall be as followsmade pursuant to the provisions of Sections 3.01 through 3.06 hereof. Unless the Company defaults in the payment of the redemption price, if interest will cease to accrue on the Notes are redeemed during or portions thereof called for redemption on the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a applicable redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringdate.

Optional Redemption. (a) Except as otherwise provided set forth in clause 5(b) of this Section 3.7Senior Note, the Company may Senior Notes will not redeem any of the Notes be redeemable at Anvil's option prior to March 15, 20092002. At any time on or after March 15, 2009Thereafter, the Company may, Senior Notes will be subject to redemption for cash at its option, redeem outstanding Notesthe option of Anvil, in whole or in part, upon not less than 30 nor more than 60 days' notice, to each holder of Senior Notes to be redeemed at the following redemption prices (expressed as percentages of principal amount thereof), if redeemed during the twelve-month period beginning on March 15 of each of the years indicated below, in each case together with any accrued and unpaid interest and Liquidated Damages thereon to the applicable redemption date: Year Percentage ---- ---------- 2002.......................................... 105.438% 2003.......................................... 103.625% 2004 ......................................... 101.813% 2005 and thereafter........................... 100.000% (b) Notwithstanding the provisions of clause 5(a) of this Senior Note, at any time on or before March 15, 2000, Anvil may (but will not have the obligation to) redeem for cash up to 40% of the original aggregate principal amount of the Senior Notes at a Redemption Price equal to a percentage redemption price of 110% of the principal amount thereof, as set forth in the immediately succeeding paragraph, each case plus all any accrued and unpaid interest and Liquidated Damages thereon 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 redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more a Public Equity Offerings (as defined below) to redeem up to 35Offering; provided that at least 60% of the original aggregate principal amount of the Senior Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemption; andand provided, further, that such redemption will occur within 60 days of the date of the closing of such Public Equity Offering. (2c) the Company makes such Notices of redemption will be mailed by first class mail at least 30 days but not more than 90 60 days before the redemption date to each Holder whose Senior Notes are to be redeemed at its registered address. Senior Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Senior Notes held by a Holder are to be redeemed. Unless Anvil defaults in making such redemption payment, on and after the consummation of any such Equity Offeringredemption date interest ceases to accrue on Senior Notes or portions thereof called for redemption.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7Before July 1, 2006, the Company may not redeem on any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500108.250% of the principal amount thereof thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the date redemption date, with the net cash proceeds of redemptionone or more Equity Offerings; provided that: (1i) at least 6560% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (2ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before July 1, 2007, the Company makes may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption not occur more than 90 days after the consummation occurrence of any such Equity OfferingChange of Control), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to July 1, 2007. On or after July 1, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.125% 2008.......................................... 102.063% 2009 and thereafter........................... 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7The Notes are not redeemable at the Obligors' option prior to December 15, 2002. Thereafter, the Company may not redeem any Notes will be subject to redemption at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesObligors, in whole or in part, upon not less than 15 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as ) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March December 15 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2002..................................... 103.429% 2003..................................... 102.571% 2004..................................... 101.714% 2005..................................... 100.857% 2006 and thereafter....................................... ...................... 100.000 (b) At % Notice of Redemption. Notice of redemption will be mailed at least 15 days before the redemption date. On and after the redemption date, interest ceases to accrue on the Notes or portions of them called for redemption. If this Note is redeemed subsequent to a record date with respect to any time, or from time to time, interest payment date specified above and on or prior to March 15such interest payment date, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus then any accrued and unpaid interest thereon, if any, will be paid to the date Person in whose name this Note is registered at the close of redemption; provided that: (1) at least 65% of business on such record date. Mandatory Redemption. The Obligors will not be required to make mandatory redemption or repurchase payments with respect to the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) Notes. There are no sinking fund payments with respect to the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingNotes.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7Holdings may (subject to contractual and other restrictions with respect thereto and the legal availability of funds therefor), at the Company may not redeem any option of the Notes prior to March 15Board of Directors, 2009. At redeem at any time on or after March 15, 20092002, from any source of funds legally available therefor, in whole or in part, in the Company maymanner set forth in the Certificate of Designations, any or all of the shares of the Senior Preferred Stock, at its optionthe redemption prices (expressed as a percentage of the liquidation preference thereof) set forth below plus, redeem outstanding Noteswithout duplication, an amount in cash equal to all accumulated and unpaid dividends per share (including an amount in cash equal to a prorated dividend for the period from the Dividend Payment Date immediately prior to the Redemption Date to the Redemption Date), if redeemed during the 12-month period beginning on March 15 of each of the calendar years indicated below: Year Percentage 2002......................................................106.500% 2003......................................................104.333% 2004......................................................102.167% 2005 and thereafter ......................................100.000% (b) In addition, at any time, Holdings any redeem, subject to certain restrictions in the Certificate of Designations, shares of the Senior Preferred Stock, in whole or in part, at the option of Holdings, at a Redemption Price redemption price equal to 113% of the liquidation preference thereof, plus an amount in cash equal to all accumulated and unpaid dividends per share (including an amount in cash equal to a percentage of prorated dividend for the principal amount thereof, as set forth in period from the Dividend Payment Date immediately succeeding paragraph, plus all accrued and unpaid interest thereon prior to the Redemption Date (subject to the right of Holders of record on Redemption Date), with the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more a Public Equity Offerings Offering (as defined below) to redeem up to 35% in the Certificate of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereonDesignations), if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes that such redemption not more than 90 occurs within 60 days after the consummation of any such Public Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in subparagraph (b) of this Section 3.7Paragraph 5, the Company may Notes are not redeem redeemable at the Company's option prior to May 1, 2003. Thereafter, the Notes will be subject to redemption at any time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-twelve- month period commencing beginning on or after March 15 May 1 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2003.........................................104.188% 2004.........................................102.792% 2005.........................................101.396% 2006 and thereafter....................................... ..........................100.000 (b) At any time% provided, or from time to timehowever, on or prior to March 15, 2007 that if the Company mayCompany, at its option, use specifies in the net cash proceeds notice of redemption provided for in this paragraph 5(a) that such notice is revocable, then the Company may revoke such notice at its further option at any time on or prior to the date which is 10 days prior to the redemption date specified in such notice (provided such notice so specifies) by providing a notice of revocation to the Trustee on or prior to the date on which the Company's revocation right expires (and the Trustee shall promptly mail such notice to the Holders by first class mail). (b) Notwithstanding the foregoing, until May 1, 2001, the Company may on any one or more Equity Offerings (as defined below) to occasions redeem up to 35$50.0 million in aggregate principal amount of Notes at a redemption price of 108.375% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, to the date redemption date, with the net cash proceeds of redemptionPublic Equity Offerings by the Company; provided that: (1) that at least 65% of the $100.0 million in aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of each such redemption; and redemption (2) excluding Notes held by the Company makes and its Subsidiaries); and provided further, that such redemption not more than 90 shall occur within 120 days after of the consummation date of any the closing of such Public Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in this Sections 3.07(b) and (c) below and in Section 3.73.08 hereof, the Company may Notes shall not redeem be redeemable at the Company's option prior to May 15, 2003. Thereafter, the Notes shall be subject to redemption at any time or from time to time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraphbelow, plus all accrued and unpaid interest thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March May 15 of the years set forth indicated below: Percentage of Principal Year Percentage Amount ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 ------------- 2003...................................... 104.813% 2004...................................... 103.208% 2005...................................... 101.604% 2006 and thereafter....................................... ....................... 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March May 15, 2007 2001, the Company may, at its option, use the net cash proceeds of on any one or more Equity Offerings (as defined below) to occasions, redeem up to 3525% of the aggregate principal amount of the Notes originally issued under pursuant to this Indenture at a redemption price of 106.500109.625% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, with the net cash proceeds received from one or more Equity Offerings made by the Company, GCL or New GCL (to the extent such net cash proceeds received by GCL or New GCL were contributed to the Company as common equity capital); provided that at least 75% of the aggregate principal amount of Notes originally issued pursuant to this Indenture remain outstanding immediately after the occurrence of any such redemption. The Company may make any such redemption upon not less than 30 nor more than 60 days' notice (but in no event more than 90 days after the closing of the related Equity Offering). Any such notice may be given prior to the completion of the related Equity Offering and any such redemption 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. (c) In addition, at any time prior to May 15, 2003, the Notes may also be redeemed at the option of the Company, in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption occur more than 90 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 thereoninterest, if any, to to, the date of redemption; provided that:redemption (the "Redemption Date"). (1d) at least 65% Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSection 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7below, the Company may Debentures will not redeem be redeemable at the Issuers' option prior to August 1, 2003. Thereafter, the Debentures will be subject to redemption at any time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesIssuers, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest and Liquidated Damages thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 August 1 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 PERCENTAGE OF YEAR PRINCIPAL AMOUNT ----------------------------------------------------------------------------------- 2003............................................ 106.688% 2004............................................ 104.458% 2005............................................ 102.229% 2006 and thereafter....................................... ............................. 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March 15August 1, 2007 2001, the Company may, at its option, use the net cash proceeds of Issuers may on any one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount at maturity of the Notes Debentures originally issued under this the Indenture at a redemption price of 106.500113.375% of the principal amount Accreted Value thereof (as determined on the redemption date), plus accrued and unpaid interest Liquidated Damages thereon, if any, to the date redemption date, with the net cash proceeds of redemptionany Equity Offerings; provided that: (1) that at least 65% of the aggregate principal amount at maturity of Notes Debentures originally issued under this Indenture remains remain outstanding immediately after any such redemption; and (2) the Company makes occurrence of such redemption not more than 90 (excluding Debentures held by Holdings and its Subsidiaries); and provided further that such redemption shall occur within 120 days after of the consummation date of the closing of any such Equity Offering. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7the next two succeeding paragraphs, the Company may Notes are not redeem any of the Notes subject to redemption prior to March 15the Stated Maturity, 2009and there is no sinking fund for the Notes. At any time on or On and after March 15June 1, 20092022, the Company mayIssuer may redeem, at its option, redeem outstanding all or, from time to time, part of the Notes, in whole or in partupon not less than 30 nor more than 60 days’ prior notice (with a copy to the Trustee), at a Redemption Price equal to the applicable redemption price set forth below (expressed as a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraphof Notes to be redeemed), plus all accrued and unpaid interest thereon to on the Redemption Date Notes, if any, to, but excluding, the 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 beginning on June 1 of each of the years indicated below: Year Percentage 2022 .......................................................................................................................................................................... 104.438% 2023 .......................................................................................................................................................................... 102.219% 2024 .......................................................................................................................................................................... 100.000% In addition, prior to June 1, 2022, the Issuer may redeem, at its option, all or, from time to time, part of the Notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Trustee) 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 on the Notes, if any, to, but excluding, the 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). The Redemption Price as a percentage “Applicable Premium” means, with respect to any Note on any date of principal amount shall be as followsredemption, if the Notes are redeemed during the 12-month period commencing on or after March 15 greater of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (ba) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 351.0% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of Note; and (b) the principal amount thereof plus accrued and unpaid interest thereonexcess, if any, as determined by the Issuer, of (1) the present value at such redemption date of (x) the redemption price of the Note at June 1, 2022 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the Note through June 1, 2022 (excluding accrued but unpaid interest to the date of redemption), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; provided that: over (12) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after the Note. “Treasury Rate” means, as of any such redemption; and (2) redemption date, the Company makes yield to maturity as of such redemption not more date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 1, 2022; provided, however, that if the period from the redemption date to June 1, 2022 of such Notes is less than 90 days after one year, the consummation weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of any such Equity Offering.one year will be used. Joint Book-Running Managers: Barclays Capital Inc. Citigroup Global Markets Inc. BNP Paribas Securities Corp. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Mizuho Securities USA LLC RBC Capital Markets, LLC SG Americas Securities, LLC Citizens Capital Markets, Inc. Deutsche Bank Securities Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC NatWest Markets Securities Inc. Regions Securities LLC Co-Managers: Natixis Securities Americas LLC Academy Securities, Inc. ▇. ▇▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC Trade Date: May 12, 2020 Settlement Date: May 14, 2020 (T+2). Ratings1: Ba3 (▇▇▇▇▇’▇) / BB- (S&P) / BB+ (Kroll)

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7paragraphs 5(b) below, the Company may shall not have the option to redeem any of the Notes prior to March 15[_____], 2009200[_]. At any time on or after March 15, 2009Thereafter, the Company may, at its option, shall have the option to redeem outstanding the Notes, in whole or in part, upon not less than 30 nor more than 60 days' prior notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest and Liquidated Damages, if any, thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 [_____] of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 200[_]................................................................ [ ]% 200[_]................................................................ [ ]% 200[_] and thereafter....................................... 100.000................................................. 100.0000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March 15[______], 2007 200[_], the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to may redeem up to 35% of the aggregate principal amount of the Notes originally issued under this the Indenture at a redemption price of 106.500[__]% of the principal amount thereof thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date redemption date, with the net cash proceeds of redemptionthe initial Public Equity Offerings of the Company or the Parent; provided that: that (1A) at least 65% of the aggregate principal amount of the Notes originally issued under this the Indenture remains outstanding immediately after any the occurrence of such redemption, excluding Notes held by the Parent, the Company and its Subsidiaries; and and (2B) the Company makes redemption must occur within 60 days of the date of the closing of such redemption not more than 90 days after the consummation of any such initial Public Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in subparagraphs (b) and (c) of this Section 3.7Paragraph 5, the Company may will not have the option to redeem any of the Notes prior to March January 15, 2009. At any time on or after March 15, 2009Thereafter, the Company may, at its option, will have the option to redeem outstanding the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest and Special Interest, if any, thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March January 15 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 .................................................. 104.000% 2010...................................................... 102.167 .................................................. 102.667% 2011...................................................... 101.083 .................................................. 101.333% 2012 and thereafter....................................... ................................... 100.000% (b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time, or from time to time, on or prior to March July 15, 2007 2006, the Company may, may at its option, use option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 108.000% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (as defined belowexcluding Notes held by the Company and its Subsidiaries); and such redemption occurs within 120 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to January 15, 2009, the Company may at its option redeem up all or part of the Notes upon not less than 30 nor more than 60 days' prior notice at a redemption price equal to 35the greater of (1) 100.000% of the principal amount of the Notes issued under this Indenture at a redemption price being redeemed and (2) as determined by the Quotation Agent, the sum of 106.500the present values of 104.000% of the principal amount thereof of the Notes being redeemed, plus all scheduled payments of interest on such Notes to and including January 15, 2009 (but not including accrued and unpaid interest thereonto the redemption date), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together in each case with accrued and unpaid interest and Special Interest, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such applicable redemption not more than 90 days after the consummation of any such Equity Offeringdate.

Optional Redemption. (a) Except as otherwise provided described in this Section 3.73.08, the Notes will not be redeemable at the Company's option prior to June 15, 2002. On and after June 15, 2002, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' written notice, at the Redemption Prices (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below: REDEMPTION YEAR PRICE ---- ---------- 2002........................................................... 105.563% 2003........................................................... 103.708% 2004........................................................... 101.854% 2005 and thereafter............................................ 100.000% In addition, at any time prior to June 15, 2000, the Company may not on any one or more occasions redeem any up to 33 1/3% of the aggregate principal amount of Notes originally issued (including, for this purpose, one or more series of Notes issued under this Indenture after the date hereof) at a Redemption Price of 111.125% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date, with the net cash proceeds of one or more Public Equity Offerings; provided that at least 66 2/3% of the Notes originally issued (including, for this purpose, one or more series of Notes issued under this Indenture after the date hereof) remain outstanding immediately after the occurrence of such redemption and provided, further, that such redemption occurs within 60 days of the date of the closing of such Public Equity Offering. In addition, at any time prior to March June 15, 2009. At any time on or after March 15, 20092002, the Company may, at its option, redeem outstanding the Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, the applicable Make-Whole Premium. (b) Any redemption pursuant to this Section 3.08 shall be made pursuant to the date provisions of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSections 3.01 through 3.07 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in subparagraphs (b) and (c) of this Section 3.7Paragraph 5, the Company may Notes will not redeem be redeemable at the Company's option prior to July 1, 2007. Thereafter, the Notes will be subject to redemption at any time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, 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) set forth below plus accrued and unpaid interest and Additional Interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage -------------------------- ---------- 2007...................... 104.125% 2008...................... 102.063% 2009 and thereafter....... 100.000% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to a percentage redemption price of 108.250% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon and Additional Interest thereon, 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 redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more any Equity Offerings (as defined below) to redeem up to 35Offerings; provided that at least 60% of the aggregate principal amount of the Notes issued under this the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and provided further that such redemption shall occur within 120 days of the date of the closing of any such Equity Offering. (c) Before July 1, 2007, the Notes may also be redeemed, as a whole but not 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 may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price of 106.500equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to to, the date of redemption; provided that: redemption (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering"Redemption Date").

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to the fourth anniversary date of the Original Issue Date, the Company may at its option redeem the Notes, in whole but not redeem any in part, at a redemption price equal to 100% of the principal amount of the Notes prior plus the Applicable Premium as of, and accrued and unpaid interest, if any, to March 15, 2009. the redemption date. (b) At any time and from time to time on or after March 15, 2009the fourth anniversary date of the Original Issue Date, the Company may, at its option, may redeem outstanding the Notes, in whole or in part, at a Redemption Price redemption price equal to a the percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon to the Redemption Date (subject to the right of Holders of record on the relevant record redemption date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 the anniversary date of the Original Issue Date of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2017...................................................................... 103.125% 2018...................................................................... 101.563% 2019 and thereafter....................................... thereafter .............................................. 100.000% (bc) At any time, or from time to time, on or prior to March 15the third anniversary date of the Original Issue Date, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to may redeem up to 35% of the principal amount of the Notes issued under this Indenture with the Net Cash Proceeds of one or more sales of its Common Stock in an Equity Offering at a redemption price of 106.500106.25% of the principal amount thereof of the Notes, plus accrued and unpaid interest thereoninterest, if any, to the date of redemptionredemption date; provided that: (1) that at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture on the Original Issue Date remains outstanding immediately after each such redemption and any such redemption; and (2) the Company makes such redemption not more than 90 takes place within 60 days after the consummation closing of the related sale of Capital Stock. (d) The Company will give not less than 30 days’ nor more than 60 days’ notice of any such Equity Offeringredemption to Holders, to the Trustee and the Paying Agent. If less than all of the Notes are to be redeemed, selection of the Notes for redemption will be made on a pro-rata basis, or if the Notes are issued in global form, in accordance with applicable DTC procedures (subject, in all cases, to compliance with the rules of any national securities exchange on which the Notes may be listed). However, no Note of US$1.00 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15prior to October 1, 20092022, the Company may, at its option, Issuers may on one or more occasions redeem outstanding all or a part of the Notes, in whole or in partupon notice as described under Section 3.03 hereof, at a Redemption Price redemption price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35100.0% of the principal amount of the Notes issued under this Indenture at to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, thereon, to, but not including, the date of redemption (the “Redemption Date”). (b) On and after October 1, 2022, the Issuers may on one or more occasions redeem all or a redemption price of 106.500% part of the Notes upon notice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount thereof of the Notes to be redeemed) set forth in this Section 3.07(b), plus accrued and unpaid interest thereoninterest, if any, to thereon to, but not including, the date applicable Redemption Date, if redeemed during the twelve-month period beginning on October 1 of redemption; provided that:each of the years indicated below: Year Percentage 2022 ............................................................................... 103.375% 2023 ............................................................................... 101.688% 2024 and thereafter ........................................................ 100.000 % (c) Prior to October 1) , 2022, the Issuers may, at least 65their option, on one or more occasions redeem up to 40.0% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price equal to 106.750% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon, to, but not including, the applicable Redemption Date, with the net cash proceeds received by the Issuers from one or more Equity Offerings; provided, that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (other than Notes held by the Issuers or any of their Affiliates) remains outstanding immediately after any the occurrence of each such redemption; , unless all such Notes are redeemed substantially concurrently and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the The Company may not redeem any of the Notes prior to March 15, 2009. At at any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at upon not less than 30 nor more than 60 days' notice. To redeem the Notes prior to July 1, 2008, the Company must pay a Redemption Price redemption price equal to a percentage the greater of: (a) 100% of the principal amount thereofof the Notes to be redeemed; and (b) the sum of the present values of (1) the redemption price of the Notes at July 1, 2008 (as set forth in below) and (2) the immediately succeeding paragraphremaining scheduled payments of interest from the Redemption Date to July 1, plus all 2008, but excluding accrued and unpaid interest thereon interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second business day immediately preceding the Redemption Date) plus 50 basis points, plus, in either case, 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). The Redemption Price Beginning on July 1, 2008, the Company may redeem the Notes at its option, in whole or in part, at the following redemption prices (expressed as a percentage percentages of the principal amount shall be as follows, thereof) if the Notes are redeemed during the 12twelve-month period commencing on or after March 15 July 1 of the years year set forth below: Year Percentage YEAR PERCENTAGE ---- ---------- 2008....................................................... 104.750% 2009...................................................... 103.250 ....................................................... 103.563% 2010...................................................... 102.167 ....................................................... 102.375% 2011...................................................... 101.083 ....................................................... 101.188% 2012 and thereafter....................................... ........................................ 100.000 (b) At any time% In addition, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus must pay accrued and unpaid interest thereon, if any, to on the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringredeemed.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to July 15, 2022, the Company Issuer may not on one or more occasions redeem any up to 35% of the aggregate principal amount of the Notes prior issued under the Indenture at a redemption price equal to March 105.750% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) thereon to, but excluding, the redemption date with an amount equal to the net proceeds received by the Issuer from one or more Equity Offerings; provided, however, that (i) at least 65% of the aggregate prin- cipal amount of the Notes initially issued on the Issue Date remain outstanding immediately following such redemption; and (ii) any such redemption shall be made within 90 days of the date of the closing of any such Equity Offering. On and after July 15, 2009. At any time 2022 the Issuer may on one or after March 15, 2009, more occasions redeem the Company may, at its option, redeem outstanding Notes, in whole or in part, upon notice at a Redemption Price equal to a percentage the applicable redemption price (expressed as percentages of principal amount of the principal amount thereof, as Notes to be redeemed) set forth in the immediately succeeding paragraphbelow, plus all accrued and unpaid interest thereon to interest, if any, to, but excluding, the Redemption Date (applicable 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). The Redemption Price as a percentage of principal amount shall be as followsInterest Payment Date, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March July 15 of each of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2022................................................................................................................... 102.875% 2023................................................................................................................... 101.438% 2024 and thereafter....................................... ............................................................................................ 100.000 (b) % At any timetime prior to July 15, 2022, the Notes shall be redeemable, in whole or in part, at the op- tion of the Issuer at any time and from time to time, on or prior time at a redemption price equal to March 15, 2007 the Company may, at its option, use the net cash proceeds sum of one or more Equity Offerings (as defined belowi) to redeem up to 35100% of the principal amount of the Notes issued under this Indenture to be redeemed, plus (ii) the Applicable Premium together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but excluding, the date of redemption. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control 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 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a redemption price of 106.500in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to but ex- cluding the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to May 31, 2011, the Company may not redeem any all or a part of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in partupon 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 redemption price equal to a percentage 100% of the principal amount thereofof notes redeemed plus the Applicable Premium as of, as set forth in the immediately succeeding paragraph, plus all and accrued and unpaid interest thereon to the date of redemption (the "Redemption Date (Date"), subject to the right rights of Holders of record Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date. The Redemption Price as a percentage Company may acquire any Notes by means other than redemption, whether pursuant to an issuer tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000this Indenture. (b) At Notwithstanding anything herein to the contrary, at any time, or from time to time, on or prior to March 15May 31, 2007 2011, the Company may, at its option, use may on any one or more occasions redeem the Notes with the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture Offerings, at a redemption price of 106.500114% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, thereon to the date of redemptionRedemption Date; provided that: (1) PROVIDED that at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture remains outstanding immediately after any following such redemption; and redemption (2) excluding Notes held by the Company makes or any of its Subsidiaries); and PROVIDED, FURTHER, that such redemption not more than shall occur within 90 days after of the consummation date of the closing of any such Equity Offering. (c) The Notes will be redeemable, in whole or in part on any one or more occasions, at the option of the Company, on or after May 31, 2011, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on May 31 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2011.............................................................. 107.000% 2012 and thereafter .............................................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of SECTIONS 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding next paragraph, the Notes will not be redeemable at the option of the Issuer prior to July 1, 2008. Starting on that date, the Issuer may redeem all or any portion of the Notes, at once or over time, after giving the required notice under this Indenture. The Notes may be redeemed at the redemption prices set forth below, plus all accrued and unpaid interest thereon to the Redemption Date 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). The Redemption Price as a percentage of principal amount shall be as follows, if the following prices are for Notes are redeemed during the 12-month period commencing on or after March 15 July 1, 2008 of the years set forth below, and are expressed as percentages of principal amount: Year Percentage REDEMPTION ---------- YEAR PRICE ---- ---------- ----- 2008..................................................................................... 103.375% 2009...................................................... 103.250 ..................................................................................... 102.250% 2010...................................................... 102.167 2011...................................................... 101.083 2012 ..................................................................................... 101.125% 2011 and thereafter....................................... ...................................................................... 100.000 (b) At % In addition, at any time, or time and from time to time, on or prior to March 15July 1, 2007 2006, the Company may, at its option, use Issuer may redeem up to a maximum of 35% of the net cash original aggregate principal amount of the Notes (calculated giving effect to any issuance of Additional Notes) with the proceeds of one or more Public Equity Offerings (as defined below) Offerings, at a redemption price equal to redeem up to 35106.750% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof thereof, plus accrued and unpaid interest thereon, 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 after giving effect to any such redemption; provided that: (1) , at least 65% of the original aggregate principal amount of the Notes issued under this Indenture (calculated giving effect to any issuance of Additional Notes) remains outstanding immediately after (excluding Notes held by Arch Coal or any such redemption; and (2) the Company makes of its Subsidiaries). Any such redemption shall be made within 75 days of such Public Equity Offering upon not less than 30 nor more than 90 days after 60 days' prior notice. Any redemption pursuant to this Section 3.01 shall be made pursuant to the consummation provisions of any such Equity Offeringthis Article Three.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7The Notes are subject to redemption, at the Company may not redeem any election of the Notes prior to March 15Company, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notesupon not less than ten (10) nor more than sixty (60) days' written notice, in whole or in part, at any time on or after June 27, 2005, and in the event of (A) an Initial Public Offering of the Company's Capital Stock on or after April 1, 2004, or (B) the occurrence of a Change of Control on or after April 1, 2004, in each case for cash equal to the sum of (x) the redemption price (the "Redemption Price") listed in the table below applicable to the date (the "Redemption Date") as of which such redemption is being effected, multiplied by the principal amount of the Notes being redeemed as of the Interest Payment Date immediately preceding the Redemption Date and after giving effect to the addition of Capitalized Principal added to the Notes up to and including such preceding Interest Payment Date, plus (y) all accrued and unpaid interest since the preceding Interest Payment Date, with respect only to Notes being repaid: -------------------------------------------------------------------------------- Redemption Date Redemption Price -------------------------------------------------------------------------------- April 2, 2004 - June 26, 2005 106% -------------------------------------------------------------------------------- June 27, 2005- June 26, 2006 105% -------------------------------------------------------------------------------- June 27, 2006- June 26, 2007 104% -------------------------------------------------------------------------------- June 27, 2007- June 26, 2008 103% -------------------------------------------------------------------------------- June 27, 2008- June 26, 2009 102% -------------------------------------------------------------------------------- June 27, 2009- June 26, 2010 101% -------------------------------------------------------------------------------- At June 27, 2010 100% -------------------------------------------------------------------------------- Notwithstanding the foregoing, at any time prior to April 1, 2004, up to 35% of the original principal amount of the Notes as of the Closing Date and up to 100% of the aggregate Capitalized Principal added to the principal amount of the Notes through and including the Interest Payment Date immediately preceding the Redemption Date may be redeemed from the gross proceeds of an Initial Public Offering or any subsequent public offering and issuance of common equity by the Company at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35106% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% being redeemed as of the principal amount thereof plus Interest Payment Date immediately preceding the Redemption Date and after giving effect to the addition of Capitalized Principal added to the Notes on such preceding Interest Payment Date, together with all accrued and unpaid interest thereonsince the last Interest Payment Date, if anywith respect only to Notes being repaid, to the date of redemption; provided that: (1) that at least 65% of the original principal amount of the Notes issued under this Indenture remains outstanding immediately after outstanding. In addition, on any such redemption; and Interest Payment Date occurring on or prior to June 27, 2005, (2a) all or any part of the excess of (x) the then accreted principal amount of the Notes (including all interest that has accrued through such Interest Payment Date) less (y) the original principal amount of the Notes, may be redeemed at a cash price that equals (i) 106% multiplied by the portion of such excess being redeemed minus (ii) 6% multiplied by the portion of such excess that represents interest accrued since the last Interest Payment Date and (b) all or any part of original principal amount of the Notes may be redeemed at any time on or prior to June 27, 2005, at a cash price equal to the sum of (x) 100% of the portion of the original principal amount of the Notes being redeemed, plus (y) a premium (the "Make-Whole Premium") equal to (i) an amount equal to the present value of the remaining payments of interest on and redemption price of the Notes being redeemed, assuming that on the third anniversary the entire principal amount of such Notes (including all Capitalized Principal that would have been added to the principal amount of such Notes through the last Interest Payment Date) then outstanding will be redeemed at 106% of the principal amount thereof, together with accrued interest, and using an annual discount factor (applied semi-annually) equal to the Treasury Rate plus 50 basis points, less (ii) the original principal amount of the Notes being redeemed; provided, however, that in no case shall the Make-Whole Premium be less than zero. In addition, on any Interest Payment Date occurring after June 27, 2005, the Company makes such shall have the redemption not more than 90 days after right set forth in clause (a) of the consummation previous sentence; provided, however, that in calculating the amount to be paid by the Company, the calculations set forth in clause (a) of any such Equity Offeringthe previous sentence shall be modified by (i) replacing "106%" with the percentage set forth in the column "Redemption Price" of the above table that corresponds to the proposed date of redemption (the "Applicable Percentage") and (ii) replacing "6%" with the amount equal to the Applicable Percentage minus 100%.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem At any of the Notes time prior to March 15, 2009. At any time on or after March 15, 20092006, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon to the Redemption Date (subject to the right of Holders of record Issuers may on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500111.625% of the principal amount thereof thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date Redemption Date, with the Net Cash Proceeds of redemptionany Equity Offering; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (2) the Company makes such redemption not more than 90 must occur within 45 days after the consummation date of any the closing of such Equity Offering. (b) Except as set forth in Section 3.07(a) and Section 3.09, the Issuers do not have the right to redeem any Notes prior to March 15, 2007. The Notes shall be redeemable at the option of the Issuers, in whole or in part, at any time on or after March 15, 2007, upon not less than 30 nor more than 60 days' notice, in amounts of $1,000 or an integral multiple of $1,000, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing March 15 of the years indicated below, in each case (subject to the right of Holders of record on a record date to receive interest due (and Additional Interest due, if any) on an Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interest (and Additional Interest, if any) thereon to the Redemption Date: YEAR PERCENTAGE 2007.......................................... 108.719% 2008.......................................... 104.359% 2009.......................................... 100.000%

Optional Redemption. (a) Except as otherwise provided set forth in subparagraph (b) of this Section 3.7Paragraph 5, the Company shall not have the option to redeem the Notes prior to December 15, 2005. Thereafter, the Company may not redeem redeem, at any time or from time to time, all or part of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon and Special Interest, if any, on the Notes redeemed, 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March December 15 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2005............................................. 105.750% 2006............................................. 103.833% 2007............................................. 101.917% 2008 and thereafter....................................... .............................. 100.000% (b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time, or from time to time, on or prior to March December 15, 2007 2004, the Company may, at its option, use may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (which includes Additional Notes) issued under the Indenture with the net cash proceeds of one or more Equity Offerings (as defined below) at a redemption price equal to redeem up to 35111.500% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any; provided that at least 65% in aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemption; and redemption and that such redemption (2) excluding Notes held by the Company makes such redemption not more than 90 and its Subsidiaries) occurs within 60 days after of the consummation date of any the closing of such Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7the next two paragraphs and paragraph 6 below, the Securities may not be redeemed prior to October 1, 2002. On and after that date, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, Securities in whole or in part, at a Redemption Price equal to a percentage any time at the following redemption prices (expressed in percentages of the principal amount thereof, as set forth in the immediately succeeding paragraphamount), plus all accrued and unpaid interest thereon interest, if any, to 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 datedate that is on or prior to the date of redemption). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing beginning on or after March 15 October 1 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 Redemption Period Price ------ ----- 2002............................................. 104.313% 2003............................................. 102.875% 2004............................................. 101.438% 2005 and thereafter....................................... .............................. 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March 15October 1, 2007 2000, the Company may, at its option, use may redeem in the net cash aggregate up to 33 1/3% of the original aggregate principal amount of Securities with the proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture following which there is a Public Market, at a redemption price (expressed as a percentage of 106.500% of the principal amount thereof thereof) of 108.625% plus accrued and unpaid interest thereoninterest, if 110 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 that is on or prior to the date of redemption); provided that:PROVIDED, HOWEVER, that at least 66 2/3% of the original aggregate principal amount of the Securities must remain outstanding after each such redemption. (c) Notwithstanding paragraphs (a) and (b) above, the Company shall not redeem any Securities, other than pursuant to paragraph 6 below, unless, substantially concurrently with such redemption, the Company redeems an aggregate principal amount of Existing Securities (rounded to the nearest integral multiple of $1,000) equal to the product of: (1) at least 65% a fraction, the numerator of which is the aggregate principal amount of Notes issued under this Indenture remains Securities to be so redeemed and the denominator of which is the aggregate principal amount of Securities outstanding immediately after any prior to such proposed redemption; and , and (2) the aggregate principal amount of Existing Securities outstanding immediately prior to such proposed redemption. The Company makes shall not redeem the Existing Securities unless, substantially concurrently with such redemption, the Company redeems an aggregate principal amount of each series of Securities (rounded to the nearest integral multiple of $1,000) equal to the product of: (1) a fraction, the numerator of which is the aggregate principal amount of Existing Securities to be so redeemed and the denominator of which is the aggregate principal amount of Existing Securities outstanding immediately prior to such proposed redemption, and (2) the aggregate principal amount of such series of Securities outstanding immediately prior to such proposed redemption. (d) Notice of optional redemption will be mailed by first-class mail at least 30 days but not more than 90 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after the consummation of any such Equity Offeringdate interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7Subject to applicable laws or regulations, the Company may not redeem any shares of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesGlendale Federal Preferred Stock are redeemable, in whole or in part, at a Redemption Price the option of Glendale Federal, on 20 to 45 days notice, from time to time at any time on or after October 1, 1998 at the following per share redemption prices, plus in each case an amount equal to a percentage any dividends that have been declared thereon but remain unpaid as of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon to the Redemption Date (subject to the right date of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as followsredemption, if the Notes are redeemed during the 12twelve-month period commencing on or after March 15 beginning October 1 of each of the years set forth belowfollowing years: Year Percentage REDEMPTION PRICE PER SHARE OF GLENDALE YEAR FEDERAL PREFERRED STOCK ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 ----------------------- 1998............................................... $26.09375 1999............................................... 25.87500 2000............................................... 25.65625 2001............................................... 25.43750 2002............................................... 25.21875 2003 and thereafter....................................... 100.000 (b) At any time................................ 25.00000 The redemption of shares of Glendale Federal Preferred Stock is subject to certain limitations imposed by OTS regulations of general application. If a notice to convert shares of Glendale Federal Preferred Stock into shares of Glendale Federal Common Stock, or from time to timeas described under "Conversion" above, shall have been received by Glendale Federal and the certificates representing such shares shall have been surrendered on or prior to March 15the fifth day immediately preceding the redemption date specified in the notice of redemption, 2007 such shares may not be redeemed. 16 After a notice of redemption has been given, if on or before the Company mayredemption date specified therein all funds necessary for such redemption have been set aside by Glendale Federal separate and apart from its other funds or deposited in trust for the account of the holders of the shares to be redeemed, at its optionon and after such redemption date, use notwithstanding that any certificate for shares of the net Glendale Federal Preferred Stock so called for redemption has not been surrendered for cancellation, the shares represented thereby will be deemed no longer to be outstanding, the dividends thereon will cease to accrue, and all rights with respect to such shares so called for redemption will cease and terminate, except only the right to receive such money set aside or deposited in trust without interest. Voting Rights. As described herein, the holders of Glendale Federal Preferred Stock will be entitled to vote on a separate class basis on the Reorganization described herein. Except as described below or as otherwise required by law, the holders of Glendale Federal Preferred Stock do not have any other voting rights. If Glendale Federal fails to pay cash proceeds dividends on the Glendale Federal Preferred Stock with respect to any six Preferred Stock Dividend Periods the number of one directors of Glendale Federal will be increased by two and, subject to compliance with any requirement for regulatory approval of (or more Equity Offerings (nonobjection to) persons serving as defined below) directors, the holders of Glendale Federal Preferred Stock, together with any other holders of preferred stock of Glendale Federal having similar voting rights, voting together as a single class, will have the right to redeem elect up to 35% two members of the principal Board of Directors. The holders of Glendale Federal Preferred Stock and such other holders may only exercise such special class voting rights at the next annual meeting and each subsequent annual meeting until dividends have been paid or declared and set aside on the Glendale Federal Preferred Stock and such other Glendale Federal preferred stock for four consecutive Preferred Stock Dividend Periods. The term of directors elected by holders of Glendale Federal Preferred Stock and such other holders shall terminate upon the payment or declaration and setting aside for payment of full dividends on the shares held thereby for four consecutive Preferred Stock Dividend Periods. So long as any Glendale Federal Preferred Stock is outstanding and unless the consent or approval of a greater number of shares is then required by law or regulation, Glendale Federal may not, without the affirmative vote or consent of the holders of two-thirds of all outstanding shares of Glendale Federal Preferred Stock voting as a separate class, amend or otherwise alter or repeal any provision of the Glendale Federal Charter, including any supplementary charter section, which would materially and adversely affect the rights, preferences, powers or privileges of the Glendale Federal Preferred Stock, including any amendment which would (i) authorize, create, issue or increase the authorized or issued amount of the Notes issued under this Indenture at any class or series of any equity securities of Glendale Federal, ranking prior thereto as to dividends or upon liquidation, dissolution or winding up of Glendale Federal or (ii) authorize, create, issue or increase any warrants, options or other rights convertible or exchangeable into or evidencing a redemption price of 106.500% of the principal right to purchase any amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.class or series. Liquidation Rights. Upon liquidation, dissolution or winding up of the affairs of Glendale Federal, after payment or provision for payment of the debts and other liabilities of Glendale Federal, the holders of Glendale Federal Preferred Stock are entitled to receive in full out of the assets of Glendale Federal, including its capital, $25.00 per share of Glendale Federal Preferred Stock, plus any dividends that have been declared but remain unpaid as of such date, before any amount shall be paid or distributed to the holders of Glendale Federal Common Stock or other Junior Stock. If, upon any liquidation, dissolution or winding up of Glendale Federal, the amounts payable with respect to the Glendale Federal Preferred Stock and all other outstanding parity stock cannot be paid in full, the holders of each series of such stock will share ratably in any such distribution of assets in proportion to the full respective preferential amount to which they are entitled. After payment of the full preferential amount to which they are entitled upon any liquidation, dissolution or winding up, the holders of Glendale Federal Preferred Stock will have no right or claim to any of the remaining assets of Glendale Federal. The merger or consolidation of Glendale Federal into or with any other company or the merger of any other company into it, or the sale, lease or conveyance of all or part of the assets of Glendale Federal, shall not be deemed to be a voluntary or involuntary dissolution, liquidation, or winding up. 17

Optional Redemption. (a) Except as otherwise provided described in this Section 3.73.07(b), the Company may Securities will ------------------- not redeem be redeemable at the Company's option prior to August 1, 2002. Thereafter, the Securities will be subject to redemption at any time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as Accreted Value) set forth below plus in the immediately succeeding paragraphcase of a redemption after August 1, plus all 2004, accrued and unpaid interest thereon thereon, if any, to the Redemption Date 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 August 1 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2002..................................... 106.000% 2003..................................... 103.000% 2004 and thereafter....................................... ...................... 100.000% (b) At any time, or from time to time, on or prior to March 15August 1, 2007 2002, the Securities may be redeemed as a whole but not in part at the option of the Company mayupon the occurrence of a Change of Control, at its optionupon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500equal to 100% of the principal amount Accreted Value thereof (determined at the redemption date) plus accrued and unpaid interest thereonthe Applicable Premium, if any, to the redemption date (subject to the right of redemption; provided that: (1) at least 65% of Holders on the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) relevant record date to receive interest due on the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringrelevant interest payment date).

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) and (c) of this Section 3.73.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to September 1, 2007. Thereafter, the Company may not redeem any all or a part of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company mayupon not less than 30 nor more than 60 days' notice, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon and Liquidated Damages, if any, thereon, to the Redemption Date applicable redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages due on the relevant related interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: ): Year Percentage ---- ---------- 2007............................................................... 108.000% 2008............................................................... 102.938% 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... ............................................................... 100.000% (b) At any time, or from time to time, on or prior to March 15September 1, 2007 2006, the Company maymay redeem up to 25% of the aggregate principal amount of Notes issued under this Indenture (including Additional Notes, if any, issued subsequent to the Closing Date) at its optiona redemption price equal to 111.750% of the principal amount thereof, use plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings offerings of Capital Stock (as defined belowother than Disqualified Stock) of the Company or of a Holding Company (to redeem up the extent, in the case of a Holding Company, that the net cash proceeds thereof are used to 35purchase Capital Stock (other than Disqualified Stock), or are contributed to the common equity capital, of the Company); provided that (A) at least 75% of the aggregate principal amount of the Notes issued under this Indenture remain outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and (B) the redemption must occur within 90 days of the date of the closing of such offering. (c) In addition, at any time prior to September 1, 2007, the Company may redeem all or part of the Notes upon not less than 30 days' nor more than 60 days' notice at a redemption price equal to the sum of 106.500% of (i) the principal amount thereof thereof, plus (ii) accrued and unpaid interest thereonand Liquidated Damages, if any, to the applicable date of redemption; provided that:, plus (iii) the Applicable Premium. (1d) at least 65% Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in this subparagraphs (b) and (c) below and in Section 3.76 hereof, the Company may Notes shall not redeem be redeemable at the Company's option prior to December 1, 2003. Thereafter, the Notes shall be subject to redemption at any time or from time to time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraphbelow, plus all accrued and unpaid interest and Special Interest, if any, thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 December 1 of the years set forth indicated below: Percentage of PRINCIPAL Year Percentage Amount ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 ------ 2003........................................... 105.250% 2004........................................... 103.500% 2005........................................... 101.750% 2006 and thereafter....................................... ............................ 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March 15December 1, 2007 2001, the Company may, at its option, use the net cash proceeds of on any one or more Equity Offerings (as defined below) to occasions, redeem up to 35% of the aggregate principal amount of Notes originally issued pursuant to the Notes issued under this Indenture at a redemption price of 106.500110.500% of the principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the redemption date, with the net cash proceeds received from one or more Equity Offerings made by the Company or GCL or (to the extent such net cash proceeds received by GCL were contributed to the Company as common equity capital); provided that at least 65% of the aggregate principal amount of Notes originally issued pursuant to the Indenture remain outstanding immediately after the occurrence of any such redemption. The Company may make any such redemption upon not less than 30 nor more than 60 days' notice (but in no event more than 90 days after the closing of the related Equity Offering). Any such notice may be given prior to the completion of the related Equity Offering and any such redemption 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. (c) In addition, at any time prior to December 1, 2003, the Notes may also be redeemed at the option of the Company, in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption occur more than 90 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 thereoninterest, if any, to to, the date of redemption; provided that:. (1d) at least 65% Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingIndenture.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7paragraph 6(b) and 6(c) below, the Company may shall not have the option to redeem any of the Notes prior to March 15September 1, 20092007. At any time on or after March 15, 2009Thereafter, the Company may, at its option, shall have the option to redeem outstanding the Notes, in whole or in part, upon not less than 30 nor more than 60 days' prior notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date applicable redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages due on the relevant related interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: ): Year Percentage ---- ---------- 2007............................................................... 108.000% 2008............................................................... 102.938% 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... ............................................................... 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March 15September 1, 2007 2006, the Company maymay redeem up to 25% of the aggregate principal amount of Notes issued under the Indenture (including additional Notes, if any, issued subsequent to the Closing Date) at its optiona redemption price equal to 111.750% of the principal amount thereof, use plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings offerings of Capital Stock (as defined belowother than Disqualified Stock) of the Company or of a Holding Company (to redeem up the extent, in the case of a Holding Company, that the net cash proceeds thereof are used to 35purchase Capital Stock (other than Disqualified Stock), or are contributed to the common equity capital, of the Company); provided that (A) at least 75% of the aggregate principal amount of the Notes issued under this Indenture remain outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and (B) the redemption must occur within 90 days of the date of the closing of such offering. (c) In addition, at any time prior to September 1, 2007, the Company may redeem all or part of the Notes upon not less than 30 days' nor more than 60 days' notice at a redemption price equal to the sum of 106.500% of (i) the principal amount thereof thereof, plus (ii) accrued and unpaid interest thereonand Liquidated Damages, if any, to the applicable date of redemption; provided that: , plus (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2iii) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingApplicable Premium.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to July 15, 2006, the Company may on one or more occasions upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, redeem any up to 35% of the aggregate principal amount of Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, issued under this Indenture at a Redemption Price equal to a percentage redemption price of 108.500% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon interest, if any, to the Redemption Date redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption must occur within 45 days of the date of the closing of such Public Equity Offering. (b) At any time prior to July 15, 2007 the Company may also redeem all or a part of the 2010 Notes, 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, if any, to the redemption date, subject to the right rights of Holders of record noteholders on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price . (c) After July 15, 2007 the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as a percentage percentages of principal amount shall be as followsamount) set forth below plus accrued and unpaid interest, if any, on the Notes are notes redeemed, to the applicable redemption date, if redeemed during the 12twelve-month period commencing beginning on or after March July 15 of the years set forth indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2007................................................................. 104.250% 2008................................................................. 102.125% 2009 and thereafter....................................... .................................................. 100.000% (bd) At any time, or from time Any redemption pursuant to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, Section 3.07 shall be made pursuant to the date provisions of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSection 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15prior to June 1, 20092006, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon to the Redemption Date (subject to the right of Holders of record Issuers may on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount of the Notes (including Additional Notes) issued under this the Indenture at a redemption price of 106.500108.625 % of the principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, to the date redemption date, with the net cash proceeds of redemptionany Equity Offering; provided that: provided, however, that (1) at least 65% of the original aggregate principal amount of Notes (which includes Additional Notes, if any) issued under this the Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Issuers and their Subsidiaries); and and (2) the Company makes such redemption not more than occurs within 90 days after of the consummation date of any the closing of such Equity Offering. (b) Except pursuant to the preceding clause (a), the Notes shall not be redeemable at the Issuers' option prior to June 1, 2007. On or after June 1, 2007, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below subject to the right of Holders on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date. Year Percentage ---------------------------------------------- ---------- 2007.......................................... 104.313% 2008.......................................... 102.156% 2009 and thereafter........................... 100.000% Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7the -------------------- next two paragraphs, the Securities may not be redeemed prior to December 1, 2001. On and after that date, the Company may not redeem the Securities in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date): if redeemed during the 12-month period beginning on or after December 1 of the Notes years set forth below: Redemption Period Price ------ --------- 2001................................................... 105.000% 2002................................................... 103.333% 2003................................................... 101.667% 2004 and thereafter.................................... 100.000% (b) Notwithstanding the foregoing, at any time prior to March 15December 1, 2009. 1999, the Company may redeem in the aggregate up to 33 1/3% of the original aggregate principal amount of Securities with the proceeds of one or more Public Equity Offerings by the Company following which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of 110% plus accrued 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); provided, however, that at least 66 2/3% of the original -------- ------- aggregate principal amount of the Securities must remain outstanding after each such redemption. (c) At any time on or after March 15prior to December 1, 20092001, the Securities may be redeemed as a whole at the option of the Company mayupon the occurrence of a Change of Control, at its option, redeem outstanding Notes, upon not fewer than 30 nor more than 60 days' prior notice (but in whole or in partno event more than 180 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 a percentage 100% of the principal amount thereofthereof plus the Applicable Premium as of, as set forth in the immediately succeeding paragraphand accrued but unpaid interest, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7set forth below, on and after __________ __, 2001 and subject to the next succeeding sentence, the Company may not redeem any of shall have the Notes prior to March 15right, 2009. At at any time on or after March 15and from time to time, 2009, to redeem the Company may, at its option, redeem outstanding NotesDebentures, in whole or in part, upon notice given as set forth in Section 11.3 during the twelve month periods beginning on _________ __ in each of the following years at the indicated Redemption Price (expressed as a percentage of the principal amount of the Debentures being redeemed), together with any accrued but unpaid interest on the portion being redeemed: Year Redemption Price Year Redemption Price ---- (%) of principal amount) ---- (%) of principal amount) ------------------------ ------------------------ The Company may not redeem the Debentures in part unless all accrued and unpaid interest has been paid in full on all outstanding Debentures for all quarterly interest periods terminating on or prior to the giving of notice of the Redemption Date. If a Tax Event shall occur and be continuing, the Company shall have the right, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures in whole or in part, for cash upon the later of (i) 90 days following the occurrence of such Tax Event or (ii) __________ __, ____, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof such Debentures plus any accrued and unpaid interest thereoninterest, if anyincluding Additional Interest, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any fixed for such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7paragraphs 6(b) and 8 below, the Company may shall not have the option to redeem any of the Notes Securities prior to March 15, 2009[________]. At any time on or after March 15, 2009Thereafter, the Company may, at its option, shall have the option to redeem outstanding Notesthe Securities, in whole or in part, upon not less than 30 nor more than 60 days' prior notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date applicable redemption date, if redeemed during the twelve-month period beginning on [ ] of the years indicated below (subject to the right of Holders of record Holder on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: related Interest Payment Date): Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 [ ]........................................ [ ]% [ ]........................................ [ ]% [ ]........................................ [ ]% [ ] and thereafter....................................... ......................... 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March 15[_______], 2007 the Company maymay redeem up to 35% of the aggregate principal amount of Securities issued under the Indenture at a redemption price of [____]% of the principal amount thereof, at its optionplus accrued and unpaid interest and Liquidated Damages thereon, use if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionIssuances; provided that: (1) that at least 65% of the aggregate principal amount of Notes Securities issued under this the Indenture remains outstanding immediately after any the occurrence of such redemption; and redemption (2) excluding Securities held by the Company makes and its Subsidiaries); and such redemption not more than 90 shall occur within 60 days after of the consummation date of any the closing of such Equity OfferingIssuance.]

Optional Redemption. (a) Except as otherwise provided set forth in the next two paragraphs, the Securities may not be redeemed pursuant to this Section 3.7paragraph 5 at the option of the Company prior to May 1, 2002. On and after that date, the Company may not redeem the Securities in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued 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 related interest payment date), if redeemed during the 12-month period beginning on or after May 1 of the Notes years set forth below: Redemption Period Price 2002................................................ 105.250% 2003................................................ 103.500% 2004................................................ 101.750% 2005 and thereafter................................. 100.000% Notwithstanding the foregoing, at any time and from time to time prior to March 15May 1, 20092000, the Company may redeem in the aggregate up to 33 1/3% of the original aggregate principal amount of the Securities with the proceeds of one or more Public Equity Offerings by the Company following which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of 110.5% plus accrued 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 7 122 relevant interest payment date); provided, however, that at least 66 2/3% of the original aggregate principal amount of the Securities must remain outstanding after each such redemption. At any time on or after March 15prior to May 1, 20092002, the Securities may also be redeemed as a whole at the option of the Company mayupon the occurrence of a Change of Control, at its option, redeem outstanding Notes, upon not less than 30 nor more than 60 days' prior notice (but in whole or in partno event more than 180 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 a percentage 100% of the principal amount thereofthereof plus the Applicable Premium as of, as set forth in the immediately succeeding paragraphand accrued but unpaid interest, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in clauses (b) and (c) of this Section 3.73.07, the Company may shall not have the option to redeem any of the Notes pursuant to this Section 3.07 prior to March December 15, 20092002. At any time on or after March 15, 2009Thereafter, the Company may, at its option, shall have the option to redeem outstanding the Notes, in whole or in part, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon and Liquidated Damages thereon, 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March December 15 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2002.............................................104.9375% 2003.............................................103.2917% 2004 ............................................101.6458% 2005 and thereafter....................................... 100.000..............................100.0000% (b) At Notwithstanding the provisions of clause (a) of this Section 3.07, at any time, or from time to time, on or prior to March December 15, 2007 2000, the Company may, at its option, use may (but shall not have the net cash proceeds of one or more Equity Offerings (as defined belowobligation to) to redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture (including Additional Notes) at a redemption price of 106.500109.875% of the principal amount thereof plus accrued and unpaid interest thereonand Liquidated Damages thereon to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that at least 65% in aggregate principal amount of Notes (including any Additional Notes) remain outstanding immediately after the occurrence of such redemption; and provided, further that such redemption shall occur within 60 days of the date of the closing of such Public Equity Offering. (c) Upon the occurrence of a Change of Control prior December 15, 2002, the Notes will be redeemable, in whole or in part, at the option of the Company, upon not less than 30 nor more than 60 days prior notice to each Holder of Notes to be redeemed, at a redemption price equal to the sum of (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest thereon and Liquidated Damages, if any, to the redemption date of redemption; provided that:plus (iii) the Applicable Premium. (1d) at least 65% Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSection 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March prior to February 15, 2009, 2008 the Company Issuers may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions, redeem up to 35% of the aggregate principal amount of Notes (calculated after giving effect to the Notes issuance of Additional Notes) issued under this Indenture at a redemption price of 106.500110% of the principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, to the date redemption date, with the net cash proceeds of redemptionone or more Equity Offerings; provided that: that (1) at least 65% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of Additional Notes) issued under this Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Issuers and their Subsidiaries); and and (2) the Company makes such redemption not more than shall occur within 90 days after of the consummation date of any the closing of such Equity Offering. (b) On or after February 15, 2010, the Issuers may, on one or more occasions, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below: -40- Year Percentage ---- ---------- 2010....................................................... 105.000% 2011....................................................... 103.333% 2012....................................................... 101.667% 2013 and thereafter........................................ 100.000% (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) or clause (c) of this Section 3.7Paragraph 5, the Company Notes will not be redeemable at the option of the Companies prior to August 15, 2007. On or after August 15, 2007, the Companies may not redeem any all or a portion of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, giving the Company may, required notice under the Indenture at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraphbelow, plus all accrued and unpaid interest thereon and Additional Interest, if any, on the Notes redeemed, to the Redemption Date applicable redemption 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing on or after March August 15 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2007........................................................... 105.125% 2008........................................................... 102.563% 2009 and thereafter....................................... ............................................ 100.000% (b) At any time, or time and from time to time, on or time prior to March August 15, 2007 2006, the Company mayCompanies may redeem up to 35% of the aggregate principal amount of the Notes (including Additional Notes) issued under the Indenture at a redemption price (expressed as a percentage of principal amount) equal to 110.25% of the principal amount thereof, at its optionplus accrued and unpaid interest and Additional Interest, use if any, to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one any Equity Offering that were contributed to the common equity capital of the Companies; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes issued under the Indenture (excluding Notes held by the Parent Guarantors, any Company or more their respective Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (ii) any such redemption shall occur within 90 days of the closing of such Equity Offerings Offering. (as defined belowc) Notwithstanding the foregoing, at any time prior to August 15, 2007, the Companies may redeem up all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture, at a redemption price in cash equal to 35the greater of: (i) 100% of the principal amount of the Notes issued under this Indenture at a to be redeemed, and (ii) the sum of the present values of (x) the redemption price of 106.500% the Notes at August 15, 2007 (as set forth in clause (a) above) and (y) the remaining scheduled payments of interest from the principal amount thereof plus redemption date through August 15, 2007, but excluding accrued and unpaid interest thereonthrough the redemption date, if any, discounted to the redemption date (assuming a 360-day year consisting of redemption; provided that:twelve 30-day months), at the Treasury Rate plus 50 basis points. (1d) at least 65% Any prepayment pursuant to this Paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingIndenture.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.73.07(b), the Company may Notes shall not redeem any be redeemable at the Issuer's option prior to February 28, 2005. Thereafter, the Notes shall be redeemable at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesIssuer, in whole or in part, at a Redemption Price equal to a percentage any time upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof below plus accrued and unpaid interest thereon, if any, to the date applicable redemption date, if redeemed during the twelve-month period beginning on February 28 of redemptionthe years indicated below: Year Percentage 2005........................................... 106.5% 2006........................................... 103.25% 2007 and thereafter............................ 100.00% (b) Notwithstanding clause (a) of this Section 3.07: (i) at any time prior to February 28, 2005, the Issuer may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes at a redemption price equal to 113.00% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, with the cash proceeds of one or more Public Equity Offerings; provided that: (1) , in each case, at least 65% of the initially outstanding aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemption; and (2) the Company makes and provided, further, that such redemption not more than 90 shall occur within 75 days of the date of the closing of such Public Equity Offering; and (ii) upon a Change of Control Triggering Event, the Issuer may, but shall in no event be required to, at any time, within 75 days after the consummation Change of any such Equity OfferingControl Date, redeem 100% but not less than 100% of the outstanding Notes at a redemption price equal to the lower of 110.00% of the principal amount thereof and the amount at which the Issuer could redeem the Notes pursuant to Section 3.07(a) hereof, plus accrued and unpaid interest thereon, if any, to the redemption date. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the The Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company maywill be redeemable, at its the Company's option, redeem outstanding Notes, in whole at any time or in partpart from time to time, on and after February 1, 2003, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the following redemption prices (expressed as percentages of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, ) if the Notes are redeemed during the 12twelve-month period commencing on or after March 15 February 1 of the years set forth below, plus, in each case, accrued and unpaid interest thereon and Additional Interest, if any, to the date of redemption: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2003 ...................................... 104.938% 2004 ...................................... 103.292% 2005 ...................................... 101.646% 2006 and thereafter....................................... thereafter ........................ 100.000 (b) % OPTIONAL REDEMPTION UPON PUBLIC EQUITY OFFERINGS. At any time, or from time to time, on or prior to March 15February 1, 2007 2001, the Company may, at its option, use the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the sum of (i) the initial aggregate principal amount of Notes issued in the Offering and (ii) the respective initial aggregate principal amounts of Notes issued under this the Indenture after the Issue Date, at a redemption price of 106.500equal to 109.875% of the principal amount thereof plus accrued and unpaid interest thereonthereon and Additional Interest, if any, to the date of redemption; provided that: (1) PROVIDED that at least 65% of the sum of (i) the initial aggregate principal amount of Notes issued in the Offering and (ii) the respective initial aggregate principal amounts of Notes issued under this the Indenture after the Issue Date remains outstanding immediately after any such redemption; and (2) . In order to effect the foregoing redemption with the proceeds of any Public Equity Offering, the Company makes shall make such redemption not more than 90 120 days after the consummation of any such Public Equity Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15May 1, 2007 2002, the Company may, at its option, use all or a portion of 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 Initial Notes issued on the Issue Date at the following Redemption Prices (expressed as percentages of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of to be redeemed) set forth below with respect to the principal amount thereof indicated Redemption Date, plus accrued and unpaid interest thereoninterest, if any, thereon to the date of redemptionRedemption Date; provided that: (1) provided, however, that at least 65% of the $48.75 million aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after giving effect to any such redemption; and redemption (2) it being expressly agreed that for purposes of determining whether this condition is satisfied, Notes owned by the Company makes or any of its Affiliates shall be deemed not to be outstanding). In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company shall make such redemption not more than 90 days after the consummation of any such Equity Offering.. The Notes will also be redeemable, at the Company's option, in whole at any time or in part from time to time, on and after May 1, 2002, at the following Redemption Prices (expressed as percentages of the principal amount thereof) set forth below with respect to the indicated Redemption Date, plus, in each case, accrued and unpaid interest, if any, thereon to the Redemption Date: If redeemed during the 12-month period beginning May 1 Redemption Price ------------------- ---------------- 1997.............................113.500% 1998.............................113.500% 1999.............................113.500% 2000.............................113.500% 2001.............................113.500% 2002.............................106.750% 2003 and thereafter...... 100.000%

Optional Redemption. (a) Except as otherwise provided in this Section 3.7Before January 15, 2002, the Company may not on any one or more occasions redeem any up to 35% of the aggregate principal amount of Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, originally issued under this Indenture at a Redemption Price equal to a percentage redemption price of 110.375% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon and Liquidated Damages thereon, 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 redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionOfferings; provided that: (1i) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (2ii) the redemption must occur within 120 days of the date of the closing of the Equity Offering. (b) Before January 15, 2004, the Company makes may also redeem the Notes, as a whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption not occur more than 90 days after the consummation occurrence of any such Equity OfferingChange of Control), at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages thereon, if any, to, the date of redemption (the "Redemption Date"). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to January 15, 2004. On or after January 15, 2004, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2004.................................... 105.1875% 2005.................................... 103.4583% 2006.................................... 101.7292% 2007 and thereafter..................... 100.0000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to April 1, 2007, the Company may not on any one or more occasions redeem any up to 35% of the aggregate principal amount of Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, issued under this Indenture at a Redemption Price equal to a percentage redemption price of 108.25% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon and Special 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 redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more Equity Offerings (as defined below) or a contribution to redeem up to 35% the Company's common equity capital made with the net cash proceeds of a concurrent offering of common stock of the principal amount Company's direct parent (whether offered or sold independently or as a part of the Notes issued under this Indenture at a redemption price an offering or sale of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionunits); provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after any the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or contribution. (b) Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Company's option prior to April 1, 2008. (c) On or after April 1, 2008, the Company makes such redemption may redeem all or a part of the Notes upon not less than 30 nor more than 90 days after 60 days' notice, at the consummation redemption prices (expressed as percentages of any principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below, subject to the rights of Holders of such Equity OfferingNotes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2008......................................................... 104.125% 2009......................................................... 102.063% 2010 and thereafter.......................................... 100.000% 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. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7paragraph (b) below, the Company may shall not have the option to redeem any of the Notes prior to March June 15, 20092007. At any time on or after March 15, 2009Thereafter, the Company may, at its option, shall have the option to redeem outstanding the Notes, in whole or in part, upon not less than 30 nor more than 60 days' prior notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest interest, if any, thereon to the Redemption Date applicable redemption date (subject to SECTION 307 of the Indenture and the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March June 15 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 YEAR REDEMPTION PRICE ----- ---------------- 2007 .................................................... 105.125% 2008 .................................................... 103.417% 2009 .................................................... 101.708% 2010 and thereafter....................................... thereafter ..................................... 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March June 15, 2007 2005, the Company maymay redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 110.250% of the principal amount thereof, at its optionplus accrued and unpaid interest, use if any, thereon, if any, to the redemption date (subject to SECTION 307 of the Indenture and 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 (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionOfferings; provided that: PROVIDED that (1) at least 65% of the aggregate principal amount of Notes issued under this the Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and and (2) the Company makes such redemption not more than 90 shall occur within 60 days after of the consummation date of any the closing of such Public Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) of this Section 3.73.07, the Company may shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to June 1, 2008. Thereafter, the Notes will be subject to redemption at any time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 June 1 of the years set forth indicated below: Year Percentage ---- ---------- 2008............................................ 104.188% 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 ............................................ 102.094% 2010 and thereafter....................................... ............................. 100.000% (b) At any timeNotwithstanding the provisions of clause (a) of this Section 3.07, or from time to timeuntil June 1, on or prior to March 152007, 2007 the Company may, at its option, use the net cash proceeds of may on any one or more Equity Offerings occasions redeem an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (as defined belowwhich includes Additional Notes, if any) to redeem up to 35originally issued at a redemption price of 108.375% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, to the date of redemptionredemption date, with the net cash proceeds from one or more Public Equity Offerings by the Company; provided that: (1) that at least 65% of the such aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any the occurrence of each such redemption; and redemption (2) excluding Notes held, directly or indirectly, by the Company makes or its Affiliates); and provided, further, that such redemption not more than 90 shall occur within 120 days after of the consummation date of any the closing of such Public Equity Offering. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7clauses (b), (c), (d) and (e) below, the First Lien Notes are not redeemable at the option of the Company. (b) At any time prior to April 1, 2028, the Company may not redeem any of the First Lien Notes prior to March 15, 2009. At any time on in whole or after March 15, 2009, the Company mayin part, at its option, upon not less than 10 nor more than sixty (60) days’ prior notice at a redemption price equal to 100% of the principal amount of such First Lien Notes, plus the relevant Applicable Premium, and accrued and unpaid interest, if any, to, but excluding, the redemption date; provided that, notwithstanding the foregoing, at any time and from time to time prior to April 1, 2028, the Company may redeem outstanding in the aggregate up to 10% of the principal amount of First Lien Notes originally issued on the Issue Date, in whole or in part, at its option, upon not less than ten (10) days’ nor more than sixty (60) days’ prior notice at a redemption price equal to 105% of the principal amount of such First Lien Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. (c) At any time and from time to time on or after April 1, 2028, the Company may redeem the First Lien Notes, in whole or in part, upon not less than ten (10) days’ nor more than sixty (60) days’ prior notice at a Redemption Price redemption price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as followsset forth below plus accrued and unpaid interest, if any, on the First Lien Notes are redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve (12-) month period commencing beginning on or after March 15 of the years set forth year indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2028…………………………………………………………………. 102.000% 2029…………………………………………………………………. 101.000% 2030 and thereafter....................................... ………………………………………………….. 100.000 % (bd) At any time, or time and from time to time, on or time prior to March 15April 1, 2007 2028, the Company may, at its option, use may redeem First Lien Notes with the net cash proceeds of one or more Net Cash Proceeds received by the Company from any Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture Offering at a redemption price of 106.500equal to 107.375% of the principal amount thereof plus accrued and unpaid interest thereonto, if anybut excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the date original aggregate principal amount of redemptionthe First Lien Notes (including Additional First Lien Notes); provided that: that (1) at least 65in each case the redemption takes place not later than ninety (90) days after the closing of the related Equity Offering; and (2) not less than 50% of the original aggregate principal amount of the First Lien Notes issued under this Indenture the indenture remains outstanding immediately after 77 thereafter (including any such redemption; and (2) Additional First Lien Notes but excluding First Lien Notes held by the Company makes such redemption not more than 90 days after the consummation and any of any such Equity Offeringits Restricted Subsidiaries).

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraphnext two paragraphs, the Securities may not be redeemed prior to May 1, 2002. On and after that date, the Company may redeem the Securities in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), plus all accrued and unpaid interest thereon 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 that is on or prior to the date of redemption), if redeemed during the 12-month period beginning on or after May 1 of the years set forth below: Redemption Date Period Price ------ ---------- 2002........................................................ 105.5625% 2003........................................................ 103.7083% 2004........................................................ 101.8542% 2005 and thereafter......................................... 100.0000% Notwithstanding the foregoing, at any time prior to May 1, 2000, the Company may redeem in the aggregate up 131 9 to 40% of the original aggregate principal amount of Securities with the proceeds of one or more Public Equity Offerings by the Company at a redemption price (expressed as a percentage of principal amount) of 111.125% plus accrued 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). The Redemption Price as a percentage of principal amount shall be as follows; provided, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any timehowever, or from time to time, on or prior to March 15, 2007 the Company may, that at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35least 60% of the original aggregate principal amount of the Notes issued under this Indenture Securities must remain outstanding after each such redemption. At any time prior to May 1, 2002, the Securities may be redeemed, in whole or in part, at the option of the Company within 180 days after a Change of Control, at a redemption price equal to the sum of 106.500% of (i) the principal amount thereof plus (ii) accrued and unpaid interest thereoninterest, 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 that is on or prior to the date of redemption; provided that: ) plus (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2iii) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingApplicable Premium.

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) of this Section 3.73.07, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company maywill be redeemable, at its the Company's option, redeem outstanding Notes, in whole at any time or in partpart from time to time, on and after June 1 , 2003, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the following redemption prices (expressed as percentages of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, ) if the Notes are redeemed during the 12twelve-month period commencing on or after March 15 June 1 of the years year set forth below, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption: Year Percentage PERCENTAGE ---------- YEAR ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2003.................................... 105.125% 2004.................................... 103.417% 2005.................................... 101.708% 2006 and thereafter....................................... ..................... 100.000% (b) At Notwithstanding the provisions of clause (a) of this Section 3.07, at any time, or from time to time, on or prior to March 15June 1, 2007 2001, the Company may, at its option, use the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 3530% of the initial aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500% equal to 110.250 percent of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) PROVIDED that at least 6570% of the initial aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) . In order to effect the foregoing redemption with the proceeds of any Public Equity Offering, the Company makes shall make such redemption not more than 90 120 days after the consummation of any such Public Equity Offering. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. EXHIBIT A (a) Except as otherwise provided set forth in subparagraph (b) of this Section 3.7Paragraph 5, the Company may will not have the option to redeem any of the Notes prior to March February 15, 2009. At any time on On or after March February 15, 2009, the Company maywill have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special 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 years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2009................................ 103.750% 2010................................ 102.500% 2011................................ 101.250% 2012 and thereafter................. 100.000% 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. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 15, 2007, the Company may at its optionoption on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 107.500% of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest, if any to the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to February 15, 2009, the Company may also, on one or more occasions, redeem outstanding all or a part of the Notes, in whole or in partupon 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 redemption price equal to a percentage 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, as set forth in the immediately succeeding paragraph, plus all and accrued and unpaid interest thereon and Special Interest, if any, to the Redemption Date (applicable date of redemption, subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall Applicable Premium will be as follows, if determined by the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingCompany.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7set forth below, the Notes shall not be redeemable at the option of the Company prior to October 1, 2008. After October 1, 2008, the Company may not redeem any all or a part of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company mayupon not less than 30 nor more than 60 days' notice, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon and Additional Interest, if any, on the notes redeemed, to the applicable Redemption Date Date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below: YEAR PERCENTAGE ------------------------------------------------------------------------ 2008.............................................. 105.125% 2009.............................................. 103.417% 2010.............................................. 101.708% 2011 and thereafter............................... 100.000% Any such redemption or notice may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent. (b) At any time, or from time to time, on or prior to October 1, 2008, the Notes may also be redeemed, by or on behalf of the Company, in whole, or any portion thereof, at the Company's option, at the Make-Whole Price as of, and accrued but unpaid interest and Additional Interest, if any, to the 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). The Redemption Price as a percentage of principal amount shall Such redemption may be as followsmade upon notice mailed by first-class mail to each Holder's registered address, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or not less than 30 nor more than 60 days prior to March 15, 2007 the Company Redemption Date. Any such redemption or notice may, at its optionthe Company's discretion, use be subject to the net cash proceeds satisfaction of one or more Equity Offerings (as defined below) to redeem up to 35% conditions precedent. The Company may provide in such notice that payment of such price and performance of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, Company's obligations with respect to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringmay be performed by another Person.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009the Issue Date, the Company may, at its option, shall have the option to redeem outstanding the Notes, in whole or in part, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon thereon, 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 February 21 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 Note Redemption Price 2018............................................................ 120.000% 2019............................................................ 120.000% 2020............................................................ 112.500% 2021 and thereafter....................................... thereafter .................................... 100.000% (b) At any time, or from time to time, on or prior to March 15, 2007 the The Company may, at its optiondiscretion and at any time unconditionally redeem, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of in whole but not in part, the Notes issued under this Indenture at a redemption price of 106.500100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: redemption if it or any Guarantor has become or would become obligated to pay any Additional Amounts (1) at least 65% as specified in Section 4.19 below), if any, then due and which will become due on such date of redemption as a result of the principal amount redemption or otherwise, if the Company or any Guarantor determined, acting reasonably and it good faith, that it has become or would become obligated to pay any Additional Amount in respect of the Notes issued under this Indenture remains outstanding immediately after as a result of (i)(1) any such redemption; and change in or amendment to the laws or treaties (or regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction to tax or (2) any change in or amendment to any official position regarding the application or interpretation of such laws, treaties, regulations or rulings, which change or amendment is announced and becomes effective on or after the date of this Indenture (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the Indenture, such later date); and (ii) such obligation cannot be avoided by the Company makes or any such Guarantor taking reasonable measures available to it. Notwithstanding the preceding sentence of this Section 3.07(b), no notice of redemption not more of the Notes pursuant to this Section 3.07(b) may be given earlier than 90 60 days after prior to the consummation earliest date on which the Company or any Guarantor could be obligated to pay such Additional Amounts if a payment in respect of the Notes was then due. Prior to giving notice of any such Equity Offeringredemption pursuant to this Section 3.07(b), the Company shall deliver to the Trustee (y) an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that the obligation to pay Additional Amounts cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it and (z) an Opinion of Counsel of an independent legal counsel of internationally recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Company (as Issuer), any Guarantor or any successor entity has been or will become obligated to pay Additional Amounts as a result of circumstances referred to in clause (i) above. The Trustee will accept and shall be entitled to conclusively rely on such Officers’ Certificate and Opinion of Counsel as evidence of the satisfaction of the conditions precedent described above, without further enquiry, in which event it will be conclusive and binding on the Holders. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to [ ], 2006, the Company may not redeem on any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500[ ]% of the principal amount thereof amount, plus accrued and unpaid interest thereoninterest, if any, to the date redemption date, with the net cash proceeds of redemptionone or more Equity Offerings; provided PROVIDED that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes owned by the Company and its Subsidiaries); and (2) the Company makes such redemption not more than occurs within 90 days after of the consummation date of any the closing of such Equity Offering. (b) If the Company becomes obligated to pay any Additional Amounts as a result of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, which is publicly announced or becomes effective on or after the Issue Date, the Company may, at its option, redeem the Notes, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. (c) Except pursuant to this Section 3.07, the Notes will not be redeemable at the Company's option prior to [ ], 2007. (d) After [ ], 2007, the Company may redeem all or a portion of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages 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 [ ] of the years indicated below: YEAR PERCENTAGE ---- ---------- 2007............................................ [ ]% 2008............................................ [ ]% 2009 and thereafter............................. 100.000%

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7the next two paragraphs, the Securities may not be redeemed prior to April 1, 2002. On and after that date, the Company may not redeem the Securities in whole or in part at any time at the following redemption prices (expressed in percentages of principal amount), plus accrued 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 related interest payment date): if redeemed during the 12-month period beginning on or after April 1 of the Notes years set forth below: Redemption PERIOD PRICE 2002............................................................. 105.125% 2003............................................................. 103.417% 2004............................................................. 101.708% 2005 and thereafter.............................................. 100.000% (b) Notwithstanding the foregoing, at any time prior to March 15April 1, 2009. 2000, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of Securities with the proceeds of one or more Public Equity Offerings by the Company, at a redemption price (expressed as a percentage of principal amount) of 110.25% plus accrued 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 must remain outstanding after each such redemption. (c) At any time on or after March 15prior to April 1, 2009, 2002 the Securities may be redeemed as a whole at the option of the Company mayupon the occurrence of a Change of Control, at its option, redeem outstanding Notes, upon not fewer than 30 nor more than 60 days' prior notice (but in whole or in partno event more than 180 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 a percentage 100% of the principal amount thereofthereof plus the Applicable Premium as of, as set forth in the immediately succeeding paragraphand accrued but unpaid interest, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, The Notes will be subject to redemption at the Company may not redeem any option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, at a any time on or after March 1, 2009 and prior to maturity, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the Register, in amounts of US$1,000 or an integral multiple of US$1,000, at the following Redemption Price equal to a percentage Prices (expressed as percentages of the principal amount thereof, as set forth in amount) plus accrued interest to but excluding the immediately succeeding paragraph, plus all accrued and unpaid interest thereon to the Redemption Date redemption 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 relevant interest payment redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing beginning on or after March 15 1 of the years set forth belowindicated: Year Percentage ---- ---------- EXHIBIT A YEAR PERCENTAGE 2009...................................................... 103.250 ................................................... 103.188% 2010...................................................... 102.167 ................................................... 102.125% 2011...................................................... 101.083 ................................................... 101.063% 2012 and thereafter....................................... .................................... 100.000% (b) At any time, or from time The Notes will be subject to time, on or redemption prior to March 151, 2007 only in the event that the Company receives net proceeds from the sale of its Common Stock in one or more Public Equity Offerings, in which case the Company may, at its option, use the all or a portion of any such net cash proceeds of one or more Equity Offerings (as defined below) to redeem notes in a principal amount of at least US$5.0 million and up to an aggregate amount equal to 35% of the original principal amount of the Notes (including Additional Notes); provided, however, that Notes in an amount equal to at least 65% of the original principal amount of the Notes (including Additional Notes) remain outstanding after each such redemption. Any such redemption must occur on a redemption date within 75 days of the completion of such Public Equity Offering and upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the Register, in amounts of US$1,000 or an integral multiple of US$1,000, at a redemption price of 106.375% of the principal amount of the Notes issued plus accrued 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 an Interest Payment Date that is on or prior to the redemption date). (c) Except pursuant to the preceding paragraph and as described below under this Indenture clause (d) hereof, the Notes will not be redeemable at the Company's option before March 1, 2009. (d) The Notes will be subject to redemption at the option of the Company, as a whole but not in part, at any time upon not fewer than 30 nor more than 60 days' notice mailed to each Holder of Notes at the addresses appearing in the Register at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, equal to the date of redemption; provided that: (1) at least 65100% of the principal amount of the Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) plus accrued interest, to but excluding the redemption date if the Company makes has become or would become obligated to pay on the next date on which any amount would be payable under or with respect to the Notes, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein) (collectively, a "Taxing Authority"), or any change in or amendment to any official position or administration or assessing practices regarding the application or interpretation of such redemption not more than 90 days laws or regulations, which change or amendment is announced or becomes effective on or after the consummation of any such Equity OfferingIssue Date.

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) of this Section 3.7of this Note, the Company may shall not have the option to redeem any of the Notes prior to March August 15, 20092003. At any time on or after March 15, 2009Thereafter, the Company may, at its option, shall have the option to redeem outstanding the Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, upon not less than 30 nor more than 60 days notice to the Holders, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on or August 15 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2003................................... 105.500% 2004................................... 103.667% 2005................................... 101.833% 2006 and thereafter.................... 100.000% (b) Notwithstanding the provisions of clause (a) of this Section of the Notes, at any time prior to March August 15, 2007 2001, the Company may, at its option, use may (but shall not have the net cash proceeds of one or more Equity Offerings (as defined belowobligation to) to redeem up to 35% of the aggregate principal amount of the Notes issued under this the Indenture at a redemption price of 106.500111.00% of the principal amount thereof thereof, in each case plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date redemption date, with the Net Cash Proceeds received by the Company from one or more of redemptionEquity Offerings; provided that: (1) that at least 65% of the aggregate principal amount of Notes issued under this the Indenture remains remain outstanding immediately after any the occurrence of such redemption; and (2) the Company makes and provided, further, that such redemption not more than 90 shall occur within 60 days after of the consummation date of any the closing of such Equity Offering. (c) Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption unless the Company defaults in such payments due on the redemption date.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7set forth below, the Notes may not be redeemed prior to October 15, 2026. On and after that date, the Company may not redeem the Notes in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), 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 October 15 of the years set forth below: 2026.................................................................... 101.938% 2027.................................................................... 101.292% 2028 ............................................................. 100.646% 2029 and thereafter....................................... 100.000% (b) Notwithstanding the foregoing, prior to October 15, 2024, the Company may redeem up to a maximum of 40% of the original aggregate principal amount of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding issued (including Additional Notes, in whole if any) with the proceeds from one or in partmore Equity Offerings by the Company, at a Redemption Price redemption price equal to a percentage 103.875% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon thereon, if any, to, but excluding, the redemption date (subject to the Redemption Date 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, that after giving effect to any such redemption, at least 60% 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 10 and no more than 60 days’ prior notice. The Company shall provide notice of any redemption no later than five (5) business days to the Trustee prior to when notice is sent to holders. (c) Notwithstanding the foregoing, the Company may redeem all or any portion of the Notes, at once or over time, prior to October 15, 2026, at a redemption price equal to the sum of: (i) 100% of the principal amount of the Notes to be redeemed, plus (ii) the Applicable Premium, 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). The Redemption Price as a percentage . (d) In connection with any Change of principal amount shall be as followsControl Offer, if the Notes are redeemed during the 12-month period commencing on or after March 15 Holders of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35not less than 90% of the in aggregate principal amount of the outstanding Notes issued under this Indenture validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such tender offer in lieu thereof, 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, 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 in such Change of 106.500% of Control Offer plus, to the principal amount thereof plus extent not included in the tender offer payment, accrued and unpaid interest thereoninterest, if any, to thereon, to, but excluding, the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingRedemption Date.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March prior to December 15, 20092028, each Issuer may on any one or more occasions redeem all or a part of the Company may, at its option, redeem outstanding Notes, in whole or in partupon not less than ten (10) nor more than sixty (60) days' prior notice, at a Redemption Price redemption price equal to a percentage 100% of the principal amount thereof, as set forth in of the immediately succeeding paragraphNotes redeemed, plus all the Applicable Premium as of and accrued and unpaid interest thereon interest, if any, to but excluding the Redemption Date (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). The Redemption Price . (b) On or after December 15, 2028, each Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than ten (10) nor more than sixty (60) days' prior notice, at a redemption price equal to the prices (expressed as a percentage percentages of the outstanding principal amount shall be as followson the redemption date) set forth below, plus accrued and unpaid interest, if any, on the Notes are redeemed to, but excluding, the redemption date, if redeemed during the 12twelve-month period commencing beginning on or after March December 15 of the years set forth indicated below: , subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 Redemption Price 2028.......................................................................................................................... 102.875% 2029.......................................................................................................................... 101.438% 2030 and thereafter....................................... ................................................................................................... 100.000% (bc) At any timeUnless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or from time portions thereof called for redemption on the applicable redemption date. (d) Any redemption or notice pursuant to time, on or prior to March 15, 2007 the Company this Section 3.07 may, at its optionthe Issuers’ discretion, use the net cash proceeds of be subject to one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringconditions precedent.

Optional Redemption. (a) Except as otherwise provided set forth below in this Section 3.7Paragraph 5, the Company will not have the option to redeem the Floating Rate Notes prior to May 15, 2009. On or after May 15, 2009, the Company may redeem the Floating Rate Notes, in whole or in part, upon not redeem any less than 30 nor more than 60 days' notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Floating Rate Notes prior or a satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Floating Rate Notes redeemed to March 15the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the right of Holders of Floating Rate Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage ---- ---------- 2009. ................................................. 102.000% 2010................................................. 101.000% 2011 and thereafter.................................. 100.000% A3-7 (b) At any time on or after March prior to May 15, 2009, the Company may, at its optionon any one or more occasions, redeem up to 35% of the sum of the aggregate principal amount of all Floating Rate Notes issued under the Indenture (including the principal amount of any Additional Floating Rate Notes issued under the Indenture and without duplication with respect to Exchange Floating Rate Notes issued under the Indenture) at a redemption price equal to 100% of the aggregate principal amount of the Floating Rate Notes redeemed, plus a premium equal to the interest rate per annum on the Floating Rate Notes in effect on the date on which notice of redemption is given, plus accrued and unpaid interest, and Additional Interest, if any, thereon to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 50% of the aggregate principal amount of Floating Rate Notes issued under the Indenture (excluding Floating Rate Notes held by the Company and its Subsidiaries, but including any Additional Floating Rate Notes and without duplication with respect to Exchange Floating Rate Notes issued under the Indenture) remain outstanding immediately after the occurrence of each such redemption; and each such redemption occurs within 90 days of the closing of each such Equity Offering. (c) At any time prior to May 15, 2009, the Company may, in one or more instances, also redeem all or a part of the Floating Rate Notes, in whole or in partupon 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 redemption price equal to a percentage 100% of the principal amount thereofof Floating Rate Notes redeemed plus the Applicable Premium as of the date of redemption, as set forth in the immediately succeeding paragraph, plus all and accrued and unpaid interest thereon and Additional Interest, if any, to such redemption date (the "Make-Whole Redemption Date (Date"), subject to the right rights of Holders of record the Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingInterest Payment Date.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7The Notes are not redeemable at the Company's option prior to July 31, 2002. Thereafter, the Company may not redeem any Notes will be subject to redemption at the option of the Notes prior 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) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to March 15the applicable redemption date, 2009. At any time if redeemed during the twelve-month period beginning on or after March 15July 31 of the years indicated below: Year Percentage --------- --------------- 2002.............................. 106.9375% 2003.............................. 103.4688% 2004 and thereafter............... 100.0000% Notwithstanding the foregoing, 2009upon the occurrence of a TNS/TTC Transaction, the Company may, at its option, by giving notice of redemption at any time not less than 30 days nor more than 60 days prior to such transaction, redeem all, but not less than all, of the outstanding Notes, in whole or in partNotes concurrently with the consummation of such transaction at redemption price equal to, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15July 31, 2007 the Company may2002, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35100% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof Accreted Value thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, plus the applicable Make-Whole Premium and after such date at the amount that would be payable to the holders if the Company on such date were to redeem the Notes. On the date fixed for redemption in connection with a TNS/TTC Transaction, the Company will deposit with the Trustee sufficient monies to redeem in full the Notes and deliver to the Trustee a solvency opinion (from a nationally recognized investment bank with expertise in giving solvency opinions) dated the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringtransaction and stating that after giving effect to the redemption of the Notes the Company will be solvency.

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) of this Section 3.73.07, the Company may Issuers shall not have the option to redeem the Debentures pursuant to this Section 3.07 prior to May 1, 2003. Thereafter, the Debentures will be redeemable at any time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesIssuers, in whole or in part, upon not less than 30 nor more than 60 days' notice, in cash at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest and Liquidated Damages, if any, thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 May 1 of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2003 .......................................... 105.813% 2004 .......................................... 103.875% 2005 .......................................... 101.938% 2006 and thereafter....................................... thereafter ........................... 100.000% (b) At Notwithstanding the foregoing, at any timetime prior to May 1, or from time to time2001, the Issuers may (but will not have the obligation to), on any one or prior more occasions, redeem up to March 1535% of the aggregate principal amount of Debentures originally issued at a redemption price equal to 111.625% of the Accreted Value thereof, 2007 plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Company mayredemption date, at its option, use with the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionOfferings; provided that: (1) that at least 65% of the aggregate principal amount of Notes Debentures originally issued under this Indenture remains remain outstanding immediately after any such redemption; and (2) the Company makes occurrence of such redemption not more than 90 (excluding Debentures held by the Issuers and their Subsidiaries); and provided, further, that such redemption shall occur within 60 days after of the consummation date of any the closing of such Public Equity Offering. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth below in this Section 3.7Paragraph 5, the Company may will not have the option to redeem any of the Fixed Rate Notes prior to March May 15, 20092011. At any time on On or after March May 15, 20092011, the Company may, at its optionin one or more instances, redeem outstanding Notes, all or a part of the Fixed Rate Notes upon not less than 30 nor more than 60 days' notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in whole connection with a defeasance of the Notes or in parta satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Fixed Rate Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage -------------------------------------------------------------- ---------- 2011 ......................................................... 104.750% 2012 ......................................................... 102.375% 2013 and thereafter........................................... 100.000% (b) At any time prior to May 15, 2010, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Fixed Rate Notes issued under the Indenture (including the principal amount of any Additional Fixed Rate Notes issued under the Indenture and without duplication with respect to Exchange Fixed Rate Notes issued under the Indenture) at a Redemption Price redemption price equal to a percentage 109.500% of the principal amount thereof, as set forth in of the immediately succeeding paragraphFixed Rate Notes redeemed, plus all accrued and unpaid interest thereon and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 50% of the aggregate principal amount of Fixed Rate Notes issued under the Indenture (excluding Fixed Rate Notes held by the Company and its Subsidiaries, but including any Additional Fixed Rate Notes and without duplication with respect to Exchange Fixed Rate Notes issued under the Indenture) remains outstanding immediately after the occurrence of such redemption; and that such redemption occurs within 90 days after the date of the closing of any such Equity Offering. (c) At any time prior to May 15, 2011, the Company may, in one or more instances, also redeem all or a part of the Fixed Rate Notes, 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 Fixed Rate Notes redeemed plus the Applicable Premium as of the date of redemption, and accrued and unpaid interest and Additional Interest, if any, to such redemption date (the "Make-Whole Redemption Date (Date"), subject to the right rights of Holders of record the Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingInterest Payment Date.

Optional Redemption. (a) Except as otherwise provided set forth in subparagraphs (b) and (c) of this Section 3.7Paragraph 5, the Company will not have the option to redeem the Notes prior to February 15, 2007. On or after February 15, 2007, the Company may not redeem any all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2007 .................. 102.000% 2008 .................. 101.000% 2009 and thereafter ... 100.000% 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. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March February 15, 2009. At any time on or after March 15, 20092007, the Company may, at its option, may on any one or more occasions redeem outstanding Notes, in whole or in part, up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any additional Notes issued after the date of the Indenture) at a Redemption Price equal to a percentage redemption price of 100% of the principal amount thereof, as set forth plus a premium equal to 100% of the principal amount of the Notes multiplied by the sum of the LIBOR Rate in effect on the immediately succeeding paragraphdate of such redemption notice plus 4.25%, plus all accrued and unpaid interest thereon and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraphs (a) or (b) of this Paragraph 5, at any time prior to February 15, 2007, the Company may also redeem all or a part of the Notes, 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 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption (the "Redemption Date (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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7The Notes are subject to redemption, at the Company may not redeem any election of the Notes prior to March 15Company, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notesupon not less than ten (10) nor more than sixty (60) days' written notice, in whole or in part, at any time on or after June 27, 2005, and in the event of (A) an Initial Public Offering of the Company on or after April 1, 2004, or (B) the occurrence of a Change of Control on or after April 1, 2004, in each case for cash equal to the sum of (x) the redemption price (the "Redemption Price") listed in the table below applicable to the date (the "Redemption Date") as of which such redemption is being effected, multiplied by the principal amount of the Notes being redeemed as of the Interest Payment Date immediately preceding the Redemption Date, plus (y) all accrued and unpaid interest since the preceding Interest Payment Date, with respect only to Notes being repaid: ------------------------------------------------------------------------------ Redemption Date Redemption Price ------------------------------------------------------------------------------ April 2, 2004 - June 26, 2005 106% ------------------------------------------------------------------------------ June 27, 2005- June 26, 2006 105% ------------------------------------------------------------------------------ June 27, 2006- June 26, 2007 104% ------------------------------------------------------------------------------ June 27 2007- June 26, 2008 103% ------------------------------------------------------------------------------ June 27, 2008- June 26, 2009 102% ------------------------------------------------------------------------------ June 27, 2009- June 26, 2010 101% ------------------------------------------------------------------------------ At June 27, 2010 100% ------------------------------------------------------------------------------ Notwithstanding the foregoing, at any time prior to April 1, 2004, up to 35% of the original principal amount of the Notes as of the Closing Date may be redeemed from the gross proceeds of an Initial Public Offering or any subsequent public offering and issuance of common equity of Holdco at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35106% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% being redeemed as of the principal amount thereof plus Interest Payment Date immediately preceding the Redemption Date, together with all accrued and unpaid interest thereonsince the last Interest Payment Date, if anywith respect only to Notes being repaid, to the date of redemption; provided that: (1) that at least 65% of the principal amount of the Notes issued under this Indenture remains outstanding. In addition, at any time on or prior to June 27, 2005, all or any part of original principal amount of the Notes may be redeemed at a cash price equal to the sum of (x) 100% of the portion of the original principal amount of the Notes being redeemed, plus (y) all accrued and unpaid interest thereon, plus (z) a premium (the "Make-Whole Premium") equal to (i) an amount equal to the present value of the remaining payments of interest on and redemption price of the Notes being redeemed, assuming that on the third anniversary the entire principal amount of such Notes then outstanding immediately after any such redemption; and will be redeemed at 106% of the principal amount thereof, together with accrued interest, and using an annual discount factor (2applied semi-annually) equal to the Treasury Rate plus 50 basis points, less (ii) the Company makes such redemption not more original principal amount of the Notes being redeemed; provided, however, that in no case shall the Make-Whole Premium be less than 90 days after the consummation of any such Equity Offeringzero.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7paragraph 5, the Company may Securities will not redeem any be redeemable at the option of the Notes Company prior to March 15February 1, 20092003. At any time on or On and after March 15, 2009such date, the Company maySecurities will be redeemable, at its the Company's option, redeem outstanding Notes, in whole or in part, 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 a percentage the following redemption prices (expressed as percentages of principal amount) if redeemed during the twelve month period commencing on February 1 of the principal amount thereof, as year set forth below plus, in the immediately succeeding paragrapheach case, plus all accrued and unpaid interest thereon to 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). The ): Year Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 ---------------- 2003........................................ 104.50% 2004........................................ 103.00% 2005........................................ 101.50% 2006 and thereafter....................................... 100.000 (b) At ......................... 100.00% Notwithstanding the foregoing, at any time, or from time to time, on or prior to March 15February 1, 2007 2001, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 3540% of the aggregate principal amount of the Notes Securities originally issued under this Indenture at a redemption price of 106.500equal to 109% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) that at least 6560% of the original principal amount of Notes issued under this Indenture Securities remains outstanding immediately after any such redemption; and redemption (2) excluding any Securities owned by the Company). In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company makes such must mail a notice of redemption not more no later than 90 60 days after the consummation related Equity Offering and must consummate such redemption within 90 days of any such the closing of the Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in subsection (b) of this Section 3.7, the Company may shall not have the option to redeem any of the Notes pursuant to this Section 3.7 prior to March 15June 13, 20092001, being the date following the Five Year Date. At any time on or after March 15, 2009Thereafter, the Company may, at its option, shall have the option to redeem outstanding the Notes, in whole or in part upon not less than 30 calendar days' nor more than 60 calendar days' notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, Additional Amounts, if any, and Special Interest, if any, to the applicable Redemption Date, if redeemed during the period from June 13, 2001 through May 31, 2002 at a percentage of 108.000% and thereafter during the twelve month period beginning June 1 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2002 ................................................. 104.000% 2003 and thereafter .................................. 100.000% (b) The Notes may be redeemed, at the option of the Company, in whole but not in part, upon not less than 30 or more than 60 days' notice to the Holders in accordance with Section 13.2 hereof, at a Redemption Price equal to a percentage of the principal amount Accreted Value thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon interest, if any (including Additional Amounts, if any, and Special Interest, if any), to the Redemption Date fixed therefor (subject to the right of Holders of record on the relevant record date Record Date to receive interest (including Additional Amounts, if any, and Special Interest, if any), due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, Interest Payment Date that is on or prior to March 15the Redemption Date) and any other amounts due if, 2007 as a result of any change in or amendment to the laws or the regulations or rulings promulgated thereunder of Canada, Cyprus, the Russian Federation or any other jurisdiction with which the Company may, at its option, use the net cash proceeds or any Guarantor has any connection (other than a connection arising as a result of one a continuance or more Equity Offerings (as defined below) to redeem up to 35% a merger or consolidation of the principal amount Company with or into a newly formed corporation solely for the purpose of moving the Company's domicile out of Canada) or any political subdivision thereof or any authority thereof or having power to tax therein, or any change in the application or official interpretation of such laws or regulations, or any change in administrative policy or assessing practice of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereonapplicable taxing authority, if anywhich change or amendment becomes effective on or after May 24, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) 1996, the Company makes such redemption not more than 90 days after or the consummation of any such Equity Offering.Guarantors

Optional Redemption. (a) Except as otherwise provided set forth in subparagraph (b) and (c) of this Section 3.7Paragraph 5, the Company may shall not have the option to redeem any of the Notes prior to March 15, 2009. the final maturity of such Notes. (b) At any time on or after March prior to February 15, 2009, the Company mayNotes will be subject to redemption, from time to time and at its option, redeem outstanding Notesthe option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at a redemption price equal to the greater of (1) 100% of their principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (c) On or after February 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below: Year Percentage ---- ---------- 2009............................................................ 103.063% 2010............................................................ 102.042% 2011............................................................ 101.021% 2012 and thereafter............................................. 100.000% (d) At any time, or from time to time, prior to February 15, 2007, up to 33-1/3% in aggregate principal amount of the Notes originally issued under the Indenture shall be redeemable, at the option of the Company, from the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a Redemption Price equal to a percentage 106.125% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all together with accrued and but unpaid interest thereon to the Redemption 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 date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, an Interest Payment Date that is on or prior to March 15, 2007 the Company may, at its option, use Redemption Date); provided that the net cash proceeds notice of one or more Equity Offerings (as defined below) redemption with respect to redeem up to 35% any such redemption is mailed within 30 days following the closing of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity corresponding Public Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to July 15, 2005, the Company may on one or more occasions upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, redeem any up to 35% of the aggregate principal amount of Notes issued under this Indenture (without regard to the reduction of the aggregate principal amount of the Notes prior outstanding due to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, scheduled principal payments) at a Redemption Price redemption price equal to a percentage of par plus the principal amount thereof, as set forth applicable Eurodollar Rate then in the immediately succeeding paragrapheffect, plus all accrued and unpaid interest thereon 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 redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionOfferings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (without regard to the reduction of the aggregate principal amount of the Notes then outstanding due to any scheduled principal payments) remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (2) the Company makes redemption must occur within 45 days of the date of the closing of such redemption not more than 90 days after the consummation of any such Public Equity Offering. (b) After July 15, 2005 the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages 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 July 15 of the years indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2005............................................................................. 103.000% 2006 and thereafter.............................................................. 100.000% (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in this Sections 3.07(b) and (c) below and in Section 3.73.08 hereof, the Company may Notes Due 2010 shall not redeem be redeemable at the Company's option prior to ___________ 2005. Thereafter, the Notes Due 2010 shall be subject to redemption at any time or from time to time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, 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) set forth below, plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on __________ of the years indicated below: PERCENTAGE OF YEAR PRINCIPAL AMOUNT ---- ---------------- 2005................................................ 2006................................................ 2007................................................ 2008 and thereafter................................. (b) Notwithstanding the foregoing, at any time prior to ____________, 2003, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes Due 2010 originally issued pursuant to this Indenture at a Redemption Price equal to a percentage redemption price of ____________% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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 redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of received from one or more Equity Offerings (as defined below) to redeem up to 35made by the Company after the date of this Indenture; provided that at least 65% of the aggregate principal amount of Securities originally issued pursuant to this Indenture remain outstanding immediately after the occurrence of any such redemption. The Company may make any such redemption upon not less than 30 nor more than 60 days' notice (but in no event more than 90 days after the closing of the related Equity Offering). Any such notice may be given prior to the completion of the related Equity Offering and any such redemption 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. (c) In addition, at any time prior to _________, 2005, the Notes issued under this Indenture Due 2010 may be redeemed at the option of the Company, in whole but not in part, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price of 106.500equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereoninterest, if any, to to, the date of redemption; provided that:. (1d) at least 65% Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSection 3.01 through 3.06 hereof. 48 48 SECTION 3.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to December 15, 2004, the Company may not redeem on any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500(i) 104% of the principal amount thereof amount, if such redemption occurs prior to April 12, 2002 or (ii) 109.250% of the principal amount, if such redemption occurs on or after April 12, 2002, in each case, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date redemption date, with the net cash proceeds of redemptionone or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption must occur within 60 days of the date of the closing of such Public Equity Offering. (b) At any time prior to December 15, 2006, the Company makes may also redeem all or a part of the Notes upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event may any such redemption not occur more than 90 days after the consummation occurrence of any such Equity OfferingChange of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption (the "Redemption Date"). (c) After December 15, 2006, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below: Year Percentage ---- ---------- 2006................................................. 104.625% 2007................................................. 103.083% 2008................................................. 101.542% 2009 and thereafter.................................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7The Debentures will not be redeemable at the Company's option prior to May 1, 2004. Thereafter, the Company may not redeem Debentures will be subject to redemption at any time at the option of the Notes prior 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) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to March 15the applicable redemption date, 2009. At if redeemed during the twelve-month period beginning on May 1 of the years indicated below: Year Percentage ---- ---------- 2004.........................................106.938% 2005.........................................104.625% 2006.........................................102.313% 2007 and thereafter..........................100.000% (b) Notwithstanding the foregoing, at any time on or after March 15prior to May 1, 20092002, the Company may, at its option, redeem outstanding Notesredeem, in whole or in part, up to an aggregate principal amount of the Debentures equal to $105,000,000, less the aggregate liquidation preference of all shares of Preferred Stock previously redeemed out of the proceeds of one or more Public Equity Offerings, at a Redemption Price equal to a percentage redemption price of 113.875% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon and Liquidated Damages thereon, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record redemption date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% Offerings; provided that any such redemption shall occur within 45 days of the principal amount date of the Notes issued under this Indenture closing of such Public Equity Offerings. (c) Notices of redemption will be mailed by first class mail at a redemption price least 30 days but not more than 60 days before the Redemption Date to each Holder whose Debentures are to be redeemed at its registered address. Debentures in denominations larger than $1,000 may be redeemed in part but only in integral multiples of 106.500% $1,000, unless all of the principal amount thereof plus accrued Debentures held by a Holder are to be redeemed. Unless the Company defaults in making such redemption payment, on and unpaid after the Redemption Date interest thereon(including Liquidated Damages, if any, ) ceases to the date of accrue on Debentures or portions thereof called for redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7The Issuers may redeem the Notes at any time. If they do so, they may redeem all or any portion of the Company may not Notes at once or over time, after giving the required notice hereunder. To redeem any of the Notes prior to March January 15, 2009. At any time on or after March 15, 20092022, the Company may, at its option, redeem outstanding Notes, in whole or in part, at Issuers must pay a Redemption Price redemption price equal to a percentage the greater of: (i) 100% of the principal amount thereofof the Notes to be redeemed, and (ii) the sum of the present values of (1) the redemption price of the Notes at January 15, 2022 (as set forth in below) and (2) the immediately succeeding paragraphremaining scheduled payments of interest from the redemption date to January 15, plus all 2022, but excluding accrued and unpaid interest thereon to the Redemption Date redemption date, discounted to the date of redemption on a semi-annual basis (assuming a 365-day year using the actual number of days in the period), at the Government of Canada Rate (determined by the Company on the second Business Day immediately preceding the date of redemption) plus 50 basis points, Any notice to Holders of Notes of such a redemption will include the appropriate method of calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. (b) Beginning on January 15, 2022, the Issuers may redeem all or any portion of the Notes, at once or over time, after giving the required notice under this Indenture, at the redemption prices set forth below, plus accrued and unpaid interest on the Notes redeemed to, but excluding, the applicable redemption 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). The Redemption Price as a percentage of principal amount shall be as follows, if the following prices are for Notes are redeemed during the 12-month period commencing on or after March January 15 of the years set forth below, and are expressed as percentages of principal amount: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2022 .................................................................................. 102.563% 2023 .................................................................................. 101.281% 2024 and thereafter....................................... thereafter ........................................................... 100.000% (bc) At In addition, at any time, or time and from time to time, on or prior to March January 15, 2007 2022, the Company may, at its option, use Issuers may redeem up to a maximum of 40% of the net cash aggregate principal amount of the Notes (including Additional Notes) with the proceeds of one or more Qualified Equity Offerings (as defined below) Issuances, at a redemption price equal to redeem up to 35105.125% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 60% of the aggregate principal amount of the Notes originally issued under on the Issue Date remains outstanding. Any such redemption shall be made within 180 days of such Qualified Equity Issuance upon not less than 15 days’ nor more than 60 days’ prior notice. (d) The Issuers may at any time redeem, in whole but not in part, the outstanding Notes (upon giving notice in accordance with this Indenture Indenture, which notice shall be irrevocable) at a redemption price of 106.500100% of the principal amount thereof thereof, plus accrued and unpaid interest thereonto, if anybut excluding, to the date of redemption; provided that: , and all Additional Amounts (1if any) at least 65% then due and which will come due on the date of redemption as a result of the principal redemption or otherwise, if on the next date on which any amount would be payable in respect of Notes issued under this Indenture remains outstanding immediately after the Notes, the Issuers have become or would become obligated to pay any Additional Amounts in respect of the Notes, and the Issuers cannot avoid any such redemption; and payment obligation by taking reasonable measures available to it, as a result of (2i) any change in or amendment to the laws (or regulations promulgated thereunder) of a relevant Tax Jurisdiction, or (ii) any change in or amendment to any official position (including an official administrative ruling) regarding the application or interpretation of such laws or regulations (including a change by virtue of a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced and becomes effective on or after the Issue Date (or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date). Prior to the giving of any notice of redemption described in this clause (d), the Company makes will deliver to the Trustee an Opinion of Counsel to the effect that the Issuers have or will become obligated to pay such redemption not more than 90 days after the consummation Additional Amounts as a result of any such Equity Offeringa change or amendment described above.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7On or after November 15, 2001, the Company may not redeem any Mortgage Notes shall be redeemable at the option of the Notes Issuers, 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) set forth below, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below: Percentage of Principal Year Amount ---- ------ 2001................................................ 106.125% 2002................................................ 103.063% 2003 and thereafter................................. 100.000% (b) On or prior to March November 15, 2009. 2000, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Mortgage Notes originally issued at a redemption price of 112.25% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the redemption date, with the proceeds from one or more Redemption Triggering Events; provided that at least 65% of the aggregate principal amount of Mortgage Notes originally issued remain outstanding immediately after the occurrence of such redemption; and provided, further, that (i) such redemption shall occur within 60 days of the date of such Redemption Triggering Event and (ii) Mortgage Notes held by the Issuers and not cancelled will not be deemed to be outstanding for purposes of calculating the aggregate principal amount of Mortgage Notes outstanding after the occurrence of such redemption. (c) At any time on or after March prior to November 15, 20092001, the Company Issuers may, at its their option, redeem outstanding the Mortgage Notes, in whole or in part, at a Redemption Price redemption price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500100% of the principal amount thereof plus the applicable Mortgage Note Make-Whole Premium, plus, to the extent not included in the Mortgage Note Make-Whole Premium, accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of redemption; provided that:. (1d) at least 65% Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSection 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in clauses (b), (d) and (e) of this Section 3.75 and in clauses (b), (d) and (e) of Section 3.07 of the Indenture, the Company may Notes will not redeem any of be redeemable at the Notes Issuer’s option prior to March August 15, 2009. 2026. (b) At any time on or after March prior to August 15, 20092026, the Company Issuer may, at its optionoption and on one or more occasions, redeem outstanding all or a part of the Notes, upon notice in whole or in partaccordance with Section 3.03 of the Indenture, at a Redemption Price redemption price equal to a percentage the sum of (A) 100.0% of the principal amount thereof, as set forth in of the immediately succeeding paragraphNotes redeemed, plus all (B) the Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest thereon to interest, if any, to, but excluding, the Redemption Date (Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date. (c) On and after August 15, 2026, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record date on the relevant Record Date to receive interest due on the relevant interest payment date). The Interest Payment Date falling prior to or on the Redemption Price as a percentage of principal amount shall be as followsDate, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March August 15 of each of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2026............................................................................................................... 101.813 % 2027............................................................................................................... 101.208 % 2028............................................................................................................... 100.604 % 2029 and thereafter....................................... 100.000....................................................................................... 100.000 % (bd) At any time, or from time to time, on On or prior to March February 15, 2007 2024, the Company Issuer may, at its option, use the net cash proceeds of option and on one or more Equity Offerings (as defined below) to occasions, redeem up to 3540.0% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price equal to 103.625% of the aggregate principal amount of the Notes redeemed, with an amount not to exceed the net cash proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of an Equity Offering, 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 Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that (A) at least 50.0% of (x) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (y) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after any such redemption; and (2) the Company makes occurrence of each such redemption not more than 90 (unless all such Notes are redeemed or repurchased substantially concurrently); and (B) each such redemption occurs within 180 days after of the consummation date of any closing of each such Equity Offering. (e) In connection with any tender offer for the Notes, including without limitation any Change of Control Offer or Alternate 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 will have the right upon not less than 10 nor more than 60 days’ prior notice, 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 (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder that participated in such tender offer payment) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, 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 not limited to, completion of the related Equity Offering or other transaction. The Issuer may redeem the Notes pursuant to one or more of the relevant provisions in the Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates and, with respect to redemptions that occur on the same date, may specify the order in which such redemptions are deemed to occur. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice 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 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 so delayed, or that such notice may be rescinded at any time in the Issuer’s sole discretion if the Issuer determines that any or all such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. The Issuer and its Affiliates may acquire the Notes by means other than a redemption pursuant to this paragraph 5, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7described below under clauses 5(b) and (c) hereof, the Floating Rate Notes will not be redeemable at the Company's option before October 1, 2006. Thereafter, the Company may not redeem any all or a part of the Floating Rate Notes upon not less than 30 nor more than 60 days' prior to March 15, 2009. At any time on or after March 15, 2009, the Company maynotice, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon to the Redemption Date (subject to the right of Holders of record and Special Interest, if any, on the relevant record date to receive interest due on Floating Rate Notes redeemed, to, but not including, the relevant interest payment applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 October 1 of the years set forth indicated below: Year Percentage OPTIONAL REDEMPTION YEAR PRICE ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2006............................................... 102.000% 2007............................................... 101.000% 2008 and thereafter....................................... ................................ 100.000% (b) At any time, or from time to time, on or prior to March 15October 1, 2007 2006, the Company may, at its option, use the net cash proceeds of may on any one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount of the Floating Rate Notes issued under this Indenture (including any Additional Floating Rate Notes outstanding), at a redemption price of 106.500100% of the principal amount thereof thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date on which notice of redemption is given, together with accrued and unpaid interest thereonand Special Interest, if any, to to, but not including, such redemption date, with the date net cash proceeds of redemptionof one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Floating Rate Notes issued under this Indenture (including any Additional Floating Rate Notes) remains outstanding immediately after the occurrence of any such redemptionredemption (excluding Floating Rate Notes held by the Company and its Subsidiaries); and (2) the Company makes such redemption not more than 90 occurs within 60 days after of the consummation date of any the closing of such Equity Offering. (c) The Company may redeem all, but not less than all, of the Floating Rate Notes at any time at 100% of the aggregate principal amount of the Floating Rate Notes, together with accrued and unpaid interest and Special Interest, if any, on the Floating Rate Notes redeemed to the applicable redemption date, if the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Floating Rate Notes, any Additional Amounts as a result of a change in the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in any official position of any governmental agency, taxing authority or regulatory authority regarding the application or interpretation of such laws or regulations, which change is announced or becomes effective on or after September 17, 2004. (d) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.75(b) and (c), the Company may Senior Discount Notes will not redeem any be redeemable at the option of the Notes Company prior to March January 15, 2009. At any time on or after March 15, 2009Thereafter, the Company maySenior Discount Notes will be redeemable, at its the Company's option, redeem outstanding Notes, in whole or in part, at a any time or from time to time, upon not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages of principal amount at maturity), 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), if redeemed during the 12-month period commencing on January 15 of the years set forth below and are expressed as percentages of principal amount at maturity: Redemption Redemption Year Price equal --------------- ---------- 2009.................................... 103.438% 2010.................................... 101.719% 2011 and thereafter..................... 100.000% (b) From time to time prior to January 15, 2008, the Company may at its option on any one or more occasions redeem Senior Discount Notes (including Additional Senior Discount Notes, if any) in an aggregate principal amount at maturity up to a percentage maximum of 40% of the aggregate principal amount at maturity of Senior Discount Notes (including Additional Senior Discount Notes, if any) issued under the Indenture at a redemption price of 106.875% of the principal amount thereof, as set forth in the immediately succeeding paragraphat maturity, plus all accrued and unpaid interest thereon thereon, if any, to the Redemption Date redemption date, subject to the rights of the 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 Qualified Equity Offerings; provided that: (1) at least 60% of the aggregate principal amount at maturity of Senior Discount Notes (including Additional Senior Discount Notes, if any) issued under the Indenture remains outstanding immediately after giving effect to any such redemption (excluding Senior Discount Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 90 days' of the date of the closing of such Qualified Equity Offering upon not less than 30 nor more than 60 days' prior notice. (c) The Senior Discount Notes may be redeemed, in whole or in part, at any time prior to January 15, 2009, at the option of the Company upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount at maturity of the Senior Discount Notes redeemed on the redemption date plus the Applicable Premium as of, and accrued and unpaid interest, 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 the relevant interest payment date). The Redemption Price as a percentage For purposes of principal amount shall be as followsthis Section 5(c), if the Notes are redeemed during following terms will have the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided thatfollowing definitions: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7paragraph 5, the Company may Securities will not redeem any be redeemable at the option of the Notes Company prior to March May 15, 20092002. At any time on or On and after March 15, 2009such date, the Company maySecurities will be redeemable, at its the Company's option, redeem outstanding Notes, in whole or in part, 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 a percentage the following redemption prices (expressed as percentages of the principal amount thereof, as set forth in the immediately succeeding paragraph, amount) plus all accrued and unpaid interest thereon 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): Year Redemption Date Price ---- ---------------- 2002.............................................. 104.875% 2003.............................................. 103.250% 2004.............................................. 101.625% 2005 and thereafter............................... 100.000% Notwithstanding the foregoing, at any time or from time to time prior to May 15, 2000 the Company may redeem up to $52.5 million of the aggregate original principal amount of the Securities with the cash proceeds of one or more Equity Offerings received by or invested in, the Company at a redemption price (expressed as a percentage of principal amount) of 109.750% 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). The Redemption Price as a percentage ; provided, however, that after giving effect to such redemption, at least $97.5 million of the aggregate principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) Securities remain outstanding after each such redemption. At any time, or from time to time, on or prior to March May 15, 2007 2002, the Securities may also be redeemed in whole, but not in part, at the option of the Company mayupon the occurrence of a Change of Control, at its optionupon not less than 30 nor more than 60 days' prior notice (but in no event more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereoninterest, if any, to to, the date of redemption; provided that: redemption (1) at least 65% subject to the right of holders of record on the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) relevant record date to receive interest due on the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringrelevant interest payment date).

Optional Redemption. (a) Except as otherwise provided in this Section 3.7The Notes are subject to redemption, at the Company may not redeem any election of the Notes prior to March 15Company, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notesupon not less than ten (10) nor more than sixty (60) days' written notice, in whole or in part, at any time on or after June 27, 2005, and in the event of (A) an Initial Public Offering of the Company on or after April 1, 2004, or (B) the occurrence of a Change of Control on or after April 1, 2004, in each case for cash equal to the sum of (x) the redemption price (the "Redemption Price") listed in the table below applicable to the date (the "Redemption Date") as of which such redemption is being effected, multiplied by the principal amount of the Notes being redeemed as of the Interest Payment Date immediately preceding the Redemption Date, plus (y) all accrued and unpaid interest since the preceding Interest Payment Date, with respect only to Notes being repaid: -------------------------------------------------------------------------------- Redemption Date Redemption Price -------------------------------------------------------------------------------- April 2, 2004 - June 26, 2005 106% -------------------------------------------------------------------------------- June 27, 2005 - June 26, 2006 105% -------------------------------------------------------------------------------- June 27, 2006 - June 26, 2007 104% -------------------------------------------------------------------------------- June 27, 2007 - June 26, 2008 103% -------------------------------------------------------------------------------- June 27, 2008 - June 26, 2009 102% -------------------------------------------------------------------------------- June 27, 2009 - June 26, 2010 101% -------------------------------------------------------------------------------- At June 27, 2010 100% -------------------------------------------------------------------------------- Notwithstanding the foregoing, at any time prior to April 1, 2004, up to 35% of the original principal amount of the Notes as of the Closing Date may be redeemed from the gross proceeds of an Initial Public Offering or any subsequent public offering and issuance of common equity of Holdco at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35106% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% being redeemed as of the principal amount thereof plus Interest Payment Date immediately preceding the Redemption Date, together with all accrued and unpaid interest thereonsince the last Interest Payment Date, if anywith respect only to Notes being repaid, to the date of redemption; provided that: (1) that at least 65% of the principal amount of the Notes issued under this Indenture remains outstanding. In addition, at any time on or prior to June 27, 2005, all or any part of original principal amount of the Notes may be redeemed at a cash price equal to the sum of (x) 100% of the portion of the original principal amount of the Notes being redeemed, plus (y) all accrued and unpaid interest thereon, plus (z) a premium (the "Make-Whole Premium") equal to (i) an amount equal to the present value of the remaining payments of interest on and redemption price of the Notes being redeemed, assuming that on the third anniversary the entire principal amount of such Notes then outstanding immediately after any such redemption; and will be redeemed at 106% of the principal amount thereof, together with accrued interest, and using an annual discount factor (2applied semi-annually) equal to the Treasury Rate plus 50 basis points, less (ii) the Company makes such redemption not more original principal amount of the Notes being redeemed; provided, however, that in no case shall the Make-Whole Premium be less than 90 days after the consummation of any such Equity Offeringzero.

Optional Redemption. (a) Except as otherwise provided described in this Section 3.7------------------- 3.07(b), the Company may Securities will not redeem be redeemable at the Company's option prior to August 1, 2002. Thereafter, the Securities will be subject to redemption at any time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as Accreted Value) set forth below plus in the immediately succeeding paragraphcase of a redemption after August 1, plus all 2004, accrued and unpaid interest thereon interest, if any, to the Redemption Date applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant 32 interest payment date), if redeemed during the twelve-month period beginning on August 1 of record the years indicated below: Year Percentage ---- ---------- 2002.............................................. 106.000% 2003.............................................. 103.000% 2004 and thereafter............................... 100.000% (b) At any time on or prior to August 1, 2002, the Securities may be redeemed as a whole but not 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 may any such redemption occur more than 90 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 Accreted Value thereof (determined at the redemption date) plus the Applicable Premium thereon, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in clauses (b), (c) and (d) of this Section 3.73.07, the Notes shall not be redeemable at the option of the Company prior to June 1, 2019. On or after June 1, 2019, the Company may not on any one or more occasions redeem any all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes prior redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to March 15, 2009. the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date: 2019 ..................................................................................................... 104.625% 2020 and thereafter .............................................................................. 100.000% (b) At any time on or after March 15prior to June 1, 20092019, the Company may, at its optionon any one or more occasions, redeem outstanding up to 40% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Indenture, in whole or in partupon not less than 30 nor more than 60 days’ notice, at a Redemption Price redemption price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35109.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date), with an amount not greater than the net cash proceeds of an Equity Offering by the Company; provided, that (i) at least 60% of the aggregate principal amount of Notes originally issued under this Indenture at a redemption price (excluding Notes held by the Company and its Subsidiaries) (calculated after giving effect to any issuance of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1Additional Notes) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemption; and and (2ii) the Company makes such redemption not more than 90 occurs within 180 days after of the consummation date of any the closing of such Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7the next paragraph, ------------------- the Securities may not be redeemed prior to February 1, 2003. On or after February 1, 2003, the Company Securities may not redeem be redeemed at any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notestime, in whole or in part, at a Redemption Price equal to a percentage the option of the Company, on not less than 20 days' nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as followsbelow, if the Notes are redeemed during the 12-12 month period commencing on or after March 15 beginning February 1 of the years set forth year indicated below, in each case together with interest accrued to the redemption date: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 YEAR PERCENTAGE 2003...................................... 104.000% 2004...................................... 102.670% 2005...................................... 101.333% 2006 and thereafter....................................... ....................... 100.000 (b) At any time% In addition, or from time to time, on or prior to March 15February 1, 2007 2001, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to option redeem up to 35% of the principal amount of the Notes Securities originally issued under this Indenture with the net cash proceeds received by the Company from one or more public offerings of Common Stock of the Company made after the Issue Date, at a redemption price (expressed as a percentage of 106.500the principal amount) of 108% of the principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, to the date of fixed for redemption; provided that: (1) that at least 65% of the $162.5 million in aggregate principal amount of Notes issued under this Indenture the Securities remains outstanding immediately after any such redemption; and redemption (2) excluding any Notes owned by the Company makes such or any of its Affiliates). Notice of redemption pursuant to this paragraph must be mailed to Holders of Senior Subordinated Notes not more later than 90 60 days after following the consummation of such public offering. Selection of Securities for any redemption shall be made by the Trustee under the Indenture in accordance with the rules of any national securities exchange on which the Securities may be listed or if the Securities are not so listed, pro rata or by lot or in such Equity Offeringother manner as the Trustee shall deem appropriate and fair. On and after the redemption date, interest will cease to accrue on Securities or portions thereof called for redemption.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7the next two paragraphs and paragraph 6 below, the Securities may not be redeemed prior to October 1, 2002. On and after that date, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, Securities in whole or in part, at a Redemption Price equal to a percentage any time at the following redemption prices (expressed in percentages of the principal amount thereof, as set forth in the immediately succeeding paragraphamount), plus all accrued and unpaid interest thereon interest, if any, to 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 datedate that is on or prior to the date of redemption). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing beginning on or after March 15 October 1 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 Redemption Period Price ------ ----- 2002............................................................ 104.313% 2003............................................................ 102.875% 2004............................................................ 101.438% 2005 and thereafter....................................... ............................................. 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March 15October 1, 2007 2000, the Company may, at its option, use may redeem in the net cash aggregate up to 33 1/3% of the original aggregate principal amount of Securities with the proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture following which there is a Public Market, at a redemption price (expressed as a percentage of 106.500% of the principal amount thereof thereof) of 108.625% plus accrued and unpaid interest thereoninterest, 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 that is on or prior to the date of redemption); provided that:PROVIDED, HOWEVER, that at least 66 2/3% of the original aggregate principal amount of the Securities must remain outstanding after each such redemption. (c) Notwithstanding paragraphs (a) and (b) above, the Company shall not redeem any Securities, other than pursuant to paragraph 6 below, unless, substantially concurrently with such redemption, the Company redeems an aggregate principal amount of Existing Securities (rounded to the nearest integral multiple of $1,000) equal to the product of: (1) at least 65% a fraction, the numerator of which is the aggregate principal amount of Notes issued under this Indenture remains Securities to be so redeemed and the denominator of which is the aggregate principal amount of Securities outstanding immediately after any prior to such proposed redemption; , and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.75, the Company may Securities shall not redeem any be redeemable at the option of the Notes Issuers prior to March 15, 20092022. At Thereafter, the Securities shall be redeemable at the option of the Issuers, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and dis-charge of the Indenture), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but not including, the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest pay-ment date occurring on or after prior to the redemption date), if redeemed during the 12-month period com-mencing on March 15 of the years set forth below: 2022..................................................................................... 105.625% 2023..................................................................................... 103.750% 2024..................................................................................... 101.875% 2025 and thereafter.............................................................. 100.000% In addition, at any time prior to March 15, 20092022, the Company may, Issuers may redeem the Securities at its their option, redeem outstanding Notes, in whole at any time or in partpart from time to time, upon not less than 30 nor more than 60 days’ prior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and dis-charge of the Indenture), at a Redemption Price redemption price equal to a percentage 100% of the principal amount thereofof the Securities redeemed plus the Applicable Premium as of, as set forth in the immediately succeeding paragraph, plus all and accrued and unpaid interest thereon to, the applicable redemption date (subject to the Redemption Date right of the Holders of record on the relevant record date to receive inter-est due on the relevant interest payment date occurring on or prior to the redemption date). Notwithstanding the foregoing, at any time and from time to time on or prior to March 15, 2022, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common eq-uity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) equal to 107.5% 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, date occurring on or prior to March 15the redemption date); provided, 2007 however, that at least 50% of the original aggregate princi-pal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and 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 to each Holder of Securities being redeemed or otherwise in accord-ance with the procedures of The Depository Trust Company mayand otherwise in accordance with the proce-dures set forth in the Indenture. In addition, at its option, use the net cash proceeds if such redemption is subject to satisfaction of one or more conditions ▇▇▇▇▇-▇▇▇▇, such notice of redemption 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 stated redemption date, or by the redemp-tion date as so delayed. Notice of any redemption in respect of an Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, Offering may be given prior to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringcom-pletion thereof.

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) of this Section 3.7Paragraph 5, Holding shall not have the Company may not option to redeem any of the Notes Debentures prior to March 15July 1, 20092003. At any time on or after March 15Thereafter, 2009, Holding shall have the Company may, at its option, option to redeem outstanding Notesthe Debentures, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest thereon and Liquidated Damages thereon, 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 July 1 of the years set forth indicated below: Year Percentage YEAR PERCENTAGE ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2003....................................................... 106.750% 2004....................................................... 103.375% 2005 and thereafter....................................... ........................................ 100.000% (b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time, or from time to time, on or prior to March 15July 1, 2007 2001, Holding may on one or more occasions redeem up to 35% of the Company mayaggregate principal amount at maturity of Debentures originally issued at a redemption price equal to 113.5% of the Accreted Value thereof (determined at the date of redemption), at its optionplus Liquidated Damages thereon, use if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionOfferings; provided that: (1) that at least 65% of the original aggregate principal amount at maturity of Notes issued under this Indenture Debentures remains outstanding immediately after any the occurrence of such redemption; and (2) the Company makes provided, further, that such redemption not more than shall occur within 90 days after of the consummation date of any the closing of such Public Equity Offering. (c) Any redemption pursuant to this subparagraph 5 shall be made pursuant to the provisions of Section 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as otherwise provided set forth in subparagraph (b) of this Section 3.7Paragraph 5, the Company may shall not have the option to redeem any of the Notes prior to March 15, 2009. At any time on On or after March 15, 2009, the Company may, at its option, shall have the option to redeem outstanding the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraph, below plus all accrued and unpaid interest and Additional Interest, if any, thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 of the years set forth indicated below: Year YEAR Percentage ---- ---------- 2009...................................................... 103.250 .......................................... 104.313% 2010...................................................... 102.167 .......................................... 102.875% 2011...................................................... 101.083 .......................................... 101.438% 2012 and thereafter....................................... ........................... 100.000% (b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time, or from time to time, on or prior to March 15, 2007 2007, the Company may, at its option, use the net cash proceeds of may on any one or more Equity Offerings (as defined below) to occasions 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 106.500108.625% of the principal amount thereof thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the redemption date with the net cash proceeds of redemptionany public or private offering of its Equity Interests (other than Disqualified Stock); provided that: (1) that 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 the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries); and provided further, that any such redemption; andredemption shall occur within 120 days of the date of the closing of such offering. (2c) the Company makes such redemption not more than 90 days On and after the consummation of any such Equity Offeringredemption date interest ceases to accrue on Notes or portions thereof called for redemption.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7, The Notes will not be subject to any redemption at the option of the Company except as set forth in the following paragraphs. (b) The Notes may not redeem be redeemed, in whole part or in part, at any of the Notes time prior to March January 15, 2009. , at the option of the Company 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, as determined by the Reference Treasury Dealer, the sum of the present values of the Remaining Scheduled Payments discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption. (c) At any time on or after March prior to January 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon to the Redemption Date (subject to the right of Holders of record may on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500110% of the principal amount thereof thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date redemption date, with the net cash proceeds of redemptionone or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (2) the Company makes such redemption not more than 90 must occur within 120 days after of the consummation date of any the closing of such Equity Offering. (d) After January 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on January 15th of the years indicated below: Year Percentage ---- ---------- 2009........................................ 105.000% 2010........................................ 103.333% 2011........................................ 101.667% 2012........................................ 100.000% (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to July 15, 2006, the Company may on one or more occasions upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, redeem any up to 35% of the aggregate principal amount of Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, issued under this Indenture at a Redemption Price equal to a percentage redemption price of 108.750% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon interest, if any, to the Redemption Date redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption must occur within 45 days of the date of the closing of such Public Equity Offering. (b) At any time prior to July 15, 2008 the Company may also redeem all or a part of the 2013 Notes, 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, if any, to the redemption date, subject to the right rights of Holders of record noteholders on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price . (c) After July 15, 2008 the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as a percentage percentages of principal amount shall be as followsamount) set forth below plus accrued and unpaid interest, if any, on the Notes are notes redeemed, to the applicable redemption date, if redeemed during the 12twelve-month period commencing beginning on or after March July 15 of the years set forth indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2008........................................................ 104.375% 2009...................................................... 103.250 ........................................................ 102.917% 2010...................................................... 102.167 2011...................................................... 101.083 2012 ........................................................ 101.458% 2011 and thereafter....................................... ......................................... 100.000% (bd) At any time, or from time Any redemption pursuant to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, Section 3.07 shall be made pursuant to the date provisions of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSection 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7clauses (b), (c), (d) and (e) below, the Notes are not redeemable at the option of the Company. (b) At any time prior to February 1, 2024, the Company may not redeem any of the Notes prior to March 15, 2009. At any time on in whole or after March 15, 2009, the Company mayin part, at its option, upon not less than 10 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such Notes, plus the relevant Applicable Premium, and accrued and unpaid interest, if any, to, but excluding, the redemption date. (c) At any time and from time to time on or after February 1, 2024, the Company may redeem outstanding the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice at a Redemption Price redemption price equal to a the percentage of the principal amount thereof, as set forth in below plus accrued and unpaid interest, if any, on the immediately succeeding paragraphNotes redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on the year indicated below: 2024…………………………………………………………………. 103.688% 2025…………………………………………………………………. 101.844% 2026 and thereafter………………………………………………….. 100.000% (d) At any time and from time to time prior to February 1, 2024, the Company may redeem Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 107.375% plus all accrued and unpaid interest thereon to 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 redemption date). The Redemption Price as a percentage of , in an aggregate principal amount shall be as follows, if for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes are redeemed (including Additional Notes); provided that 1. in each case the redemption takes place not later than 90 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 (including any Additional Notes but excluding Notes held by the Company and any of its Restricted Subsidiaries). (e) At any time prior to February 1, 2024, but not more than once during the each 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 ending February 1, 2022, February 1, 2023 and thereafter....................................... 100.000 (b) At any timeFebruary 1, or from time to time2024, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to may redeem up to 3510% of the aggregate principal amount of notes issued under the indenture during each such 12-month period upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 103.000% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof notes redeemed plus accrued and unpaid interest thereoninterest, if any, to to, but excluding, the date of redemption; provided that:. (1f) 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 least 65% 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. (g) Unless the Company defaults in the payment of the principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture remains outstanding immediately after any such redemption; andor portions thereof called for redemption on the applicable redemption date. (2h) Any redemption pursuant to this Section 3.07 shall be made pursuant to the Company makes such redemption not more than 90 days after the consummation provisions of any such Equity OfferingSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in clauses (b) and (c) of this Section 3.7paragraph 5, the Company may Senior Subordinated Notes will not redeem any of be redeemable at the Notes Company's option prior to March 151, 20092002. At any time on or after March 15, 2009Thereafter, the Company may, Senior Subordinated Notes will be subject to redemption at its option, redeem outstanding Notesthe 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) set forth below, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of the years indicated below: YEAR PERCENTAGE 2002.......................................... 104.750% 2003.......................................... 103.166% 2004.......................................... 101.583% 2005 and thereafter........................... 100.0% (b) Notwithstanding the foregoing, at any time prior to March 1, 2000, the Company may redeem up to one-third in aggregate principal amount of Senior Subordinated Notes at a Redemption Price equal to a percentage redemption price of 109.5% of the principal amount thereof, as set forth in the immediately succeeding paragraph, each case plus all accrued and unpaid interest thereon and Liquidated Damages, if any, to the Redemption Date (subject to redemption date, with the right net proceeds of Holders any Public Offering of record on Common Stock of the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage of Company; provided that at least two-thirds in aggregate principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 Senior Subordinated Notes originally issued under this Indenture remain outstanding immediately after the occurrence of such redemption; and thereafter....................................... 100.000provided, further, that such redemption shall occur within 60 days following the date of the closing of such Public Offering. (bc) At any time, or from time to time, on or Upon the occurrence of a Change of Control prior to March 151, 2007 2002, the Company mayCompany, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to may redeem up to 35% all, but not less than all, of the principal amount of the outstanding Senior Subordinated Notes issued under this Indenture at a redemption price of 106.500equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date applicable Make-Whole Premium (a "Change of redemption; provided that: (1) at least 65% Control Redemption"). The Company shall give not less than 30 nor more than 60 days' notice of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 within 30 days after the consummation following a Change of any such Equity OfferingControl.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7Sections 3.07(b) and (c) below, the Company may Notes shall not redeem be redeemable at the Company's option prior to December 15, 2004. Thereafter, the Notes shall be subject to redemption at any time at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal to a percentage the redemption prices (expressed as percentages of the principal amount thereof, as amount) set forth in the immediately succeeding paragraphbelow, plus all accrued and unpaid interest thereon to the Redemption Date applicable 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March December 15 of the years set forth indicated below: Percentage Percentage of Principal of Principal Amount of Amount of Year Percentage Dollar Notes Euro Notes ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 ------------- ------------- 2004......................... 105.000% 105.000% 2005......................... 103.333% 103.333% 2006......................... 101.667% 101.667% 2007 and thereafter....................................... .......... 100.000% 100.000% (b) At Notwithstanding the foregoing, at any time, or from time to time, on or prior to March December 15, 2007 2002, the Company may, at its option, use the net cash proceeds of on any one or more Equity Offerings (as defined below) to occasions, redeem up to 35% of the aggregate principal amount of each of the Dollar Notes and the Euro Notes (determined separately) originally issued under pursuant to this Indenture at a redemption price of 106.500110.000% of the principal amount thereof of the Dollar Notes and 110.000% of the principal amount of the Euro Notes, in each case plus accrued and unpaid interest thereon, if any, thereon to the redemption date (subject to the right of redemptionHolders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds received from any Public Equity Offering made by the Company resulting in gross proceeds to the Company of at least $100 million; provided that: (1) that at least 65% of the aggregate principal amount of the Dollar Notes and the Euro Notes (determined separately) originally issued under pursuant to this Indenture remains remain outstanding immediately after the occurrence of any such redemption; and (2) the . The Company makes may make any such redemption upon not less than 30 nor more than 60 days' written notice to the Trustee (but in no event more than 90 days after the consummation closing of any such the related Public Equity Offering). (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to February 15, 2028, the Company may not on any one or more occasions redeem any up to 40% of the aggregate principal amount of Notes prior (calculated after giving effect to March 15, 2009. At the issuance of any time on or after March 15, 2009, Additional Notes) issued under the Company may, at its option, redeem outstanding Notes, in whole or in part, Indenture at a Redemption Price redemption price equal to a percentage 107.500% of the principal amount thereof, as set forth in the immediately succeeding paragraphof Notes redeemed, plus all accrued and unpaid interest thereon interest, if any, to the Redemption Date date of redemption (subject to the right of Holders of record Notes on the a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the relevant interest payment redemption date). The Redemption Price as a percentage , with the net cash proceeds of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000an Equity Offering; provided that: (b) At any time, or from time to time, on or prior to March February 15, 2007 2028, the Company may, at its option, use the net cash proceeds of may on any one or more Equity Offerings (as defined below) occasions redeem all or a portion of the Notes at a redemption price equal to redeem up to 35100% of the principal amount of the Notes issued under this Indenture at redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption, subject to the right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption price of 106.500% date. (c) [Reserved]. (d) On or after February 15, 2028, the Company may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount thereof amount) set forth below, plus accrued and unpaid interest thereoninterest, if any, on the Notes redeemed, to the applicable date of redemption; provided that: (1) at least 65% , if redeemed during the 12-month period beginning on February 15 of the principal amount years indicated below, subject to the rights of Holders of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.date: Year Percentage 2028 ............................................................................. 103.750% 2029 ............................................................................. 101.875% 2030 and thereafter ...................................................

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to February 1, 2007, the Company may not on any one or more occasions redeem any up to 35% of the sum of (i) the aggregate principal amount of Notes issued on the Issue Date (including, without duplication, any Exchange Notes), and (ii) each initial aggregate principal amount of any Additional Notes issued prior to March 15such date (including, 2009. At without limitation, any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Exchange Notes, in whole or in part, ) at a Redemption Price equal to a percentage redemption price of 109.5% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon and Special 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). The Redemption Price as a percentage of principal amount shall be as followsDate, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionOfferings; provided that: (1i) at least 65% of the sum of (x) the aggregate principal amount of Notes issued under this Indenture on the Issue Date (including, without limitation, any Exchange Notes), and (y) each initial aggregate principal amount of any Additional Notes issued on the applicable issue date for such Additional Notes (including, without limitation, any Exchange Notes with respect to such Additional Notes) remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes held by the Company or its Subsidiaries); and (2ii) the Company makes redemption must occur within 180 days of the date of the closing of such redemption not more than 90 days after the consummation of any such Public Equity Offering. (b) Except pursuant to the preceding clause 5(a), the Notes will not be redeemable at the Company's option prior to February 1, 2009. On or after February 1, 2009, the Company may redeem all or a part of the Notes from time to time upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below: Year Percentage ---- ---------- 2009 .................................................................. 104.750% 2010 .................................................................. 103.167% 2011 .................................................................. 101.583% 2012 and thereafter ................................................... 100.000% (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to maturity.

Optional Redemption. (a) Except as otherwise provided set forth below in this Section 3.7Paragraph 5, the Company may will not have the option to redeem any of the Notes prior to March December 15, 2009. At any time on On or after March December 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 of the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2009...................................................... 105.875% 2010...................................................... 102.938% 2011 and thereafter....................................... 100.000% (b) At any time prior to December 15, 2008, the Company may, at its optionon any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including the principal amount of any Additional Notes issued under the Indenture) at a redemption price equal to 111.750% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries but including any Additional Notes) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (c) At any time prior to December 15, 2009, the Company may also redeem all or a part of the Notes, in whole or in partupon 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 redemption price equal to a percentage 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of the date of redemption, as set forth in the immediately succeeding paragraph, plus all and accrued and unpaid interest thereon and Liquidated Damages, if any, to the date of redemption (the "Make Whole Redemption Date (Date"), subject to the right rights of the Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date). The Redemption Price as a percentage . (d) Unless the Company defaults in the payment of principal amount shall be as followsthe redemption price, if interest will cease to accrue on the Notes are redeemed during or portions thereof called for redemption on the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a applicable redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringdate.

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) of this Section 3.7, the Company may shall not have the right to redeem any Notes pursuant to this Section 3.7 prior to August 15, 2005. The Notes will be redeemable for cash at the option of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding NotesCompany, in whole or in part, at a Redemption Price equal any time on or after August 15, 2005, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to a percentage each Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount thereofamount) if redeemed during the 12-month period commencing August 15 of the years indicated below, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon to the Redemption Date each case (subject to the right of Holders of record on the relevant record date a Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the relevant corresponding Interest Payment Date that is on or prior to such redemption date) together with accrued and unpaid interest payment date). The Redemption Price as a percentage of principal amount shall be as followsand Liquidated Damages, if any, thereon to the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth belowredemption date: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2005..................................... 105.938% 2006..................................... 102.969% 2007 and thereafter....................................... ...................... 100.000% (b) At Notwithstanding the provisions of clause (a) of this Section 3.7, at any time, or from time to time, on or prior to March August 15, 2007 2004, upon a Public Equity Offering of the Company mayCompany's common stock for cash, at its option, use 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 issued under this Indenture may be redeemed at the Company's option within 90 days of such Public Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash received by the Company from the Net Cash Proceeds of such Public Equity Offering, at a redemption price of 106.500equal to 111.875% of the principal amount thereof plus (subject to the right of Holders of record on a Record Date to receive the corresponding interest (and the corresponding Liquidated Damages, if any) due on the Interest Payment Date that is on or prior to such redemption date), together with accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of redemptionredemption date; provided that: (1) at least provided, however, that immediately following such redemption not less than 65% of the aggregate principal amount of the Notes originally issued under this Indenture remains outstanding immediately on the Issue Date remain outstanding. If the redemption date hereunder is on or after an interest record date ("Record Date") on which the Holders of record have a right to receive the corresponding Interest due and Liquidated Damages, if any, and on or before the associated Interest Payment Date, any accrued and unpaid interest and Liquidated Damages, if any, due on such redemption; andInterest Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such Record Date. (2c) Any redemption pursuant to this Section 3.7 shall be made pursuant to the Company makes such redemption not more than 90 days after the consummation provisions of any such Equity OfferingSections 3.1 through 3.6 hereof.

Optional Redemption. (a) Except as otherwise provided set forth in this Section 3.7the following paragraph, the Company may not redeem any of the Notes prior to March July 15, 20092008. At any time on or after March 15, 2009After this date, the Company may, at its option, may redeem outstanding the Notes, in whole or in part, on not less than thirty (30) nor more than sixty (60) days' prior notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any due on the relevant interest payment date), if redeemed during the twelve month period commencing on July 15 of the years set forth below: Year Redemption Price ---- ---------------- 2008........................................... 103.625% 2009........................................... 102.417% 2010........................................... 101.208% 2011 and thereafter............................ 100.000% A-7 Prior to July 15, 2006, the Company may, on one or more occasions, also redeem up to a maximum of 35% of the aggregate principal amount of the Notes (calculated giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings by the Company, at a Redemption Price redemption price equal to a percentage 107.250% of the aggregate principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon and Additional Interest thereon, if any, to 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). The Redemption Price as a percentage of principal amount shall be as follows; PROVIDED HOWEVER, if the Notes are redeemed during the 12-month period commencing on or that after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time giving effect to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of such redemption; provided that: (1) a. at least 65% of the aggregate principal amount of the Notes issued under this Indenture (calculated giving effect to any issuance of Additional Notes) remains outstanding immediately after any such redemptionoutstanding; and (2) b. any such redemption by the Company makes such redemption not more than 90 must be made within 60 days after the consummation of any such Equity OfferingOffering and must be made in accordance with certain procedures set forth in the Indenture.

Optional Redemption. (a) Except as otherwise provided set forth in clause (b) of this Section 3.73.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to July 15, 2008. On or after July 15, 2008, the Company may not redeem any all or a part of the Notes prior upon not less than 30 nor more than 60 days' notice mailed to March 15each Holder of the Notes being redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2008.......................................... 105.000% 2009. .......................................... 102.500% 2010 and thereafter........................... 100.000% (b) At any time on or after March prior to July 15, 20092007, the Company may, at its optionon any one or more occasions, redeem outstanding Notes, in whole or in part, up to 35% of the aggregate principal amount of Notes issued hereunder at a Redemption Price equal to a percentage redemption price of 110.000% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest and Liquidated Damages, if any, thereon 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 applicable redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount Company (or any Parent to the extent such proceeds are contributed to the common equity of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemptionCompany); provided that: that (1) at least 65% of the aggregate principal amount of Notes initially issued under this Indenture remains outstanding immediately after any the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and and (2) the Company makes such redemption not more than must occur within 90 days after of the consummation date of the closing of such Equity Offering (or, in the case of any such Equity OfferingOffering by any Parent, the contribution to the issuer). (c) Any redemption pursuant to this Section 3.07 shall be made in accordance with the provisions of Sections 3.01 through 3.06. (d) The Company may at any time and from time to time purchase or otherwise acquire Notes whether pursuant to open market transactions or otherwise.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to December 15, 2008, the Company may not redeem on any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this the Indenture at a redemption price of 106.500110.500% of the principal amount thereof amount, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date redemption date, with the net cash proceeds of redemptiona sale of Equity Interests (other than Disqualified Stock) of the Company; provided PROVIDED that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after any the occurrence of such redemption; and (2) the Company makes redemption occurs within 90 days of the date of the closing of such redemption sale of Equity Interests or contribution. On the dates specified below, the Company, at its option, may redeem all or a part of the Notes upon not less than 30 nor more than 90 days after 60 days' notice, at the consummation redemption prices (expressed as percentages of any such Equity Offeringprincipal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the applicable period set forth below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date: PERIOD PERCENTAGE ------ ---------- December 15, 2008 to December 14, 2009..................... 105.250% December 15, 2009 to June 14, 2010......................... 102.625% June 15, 2010 and thereafter............................... 100.000% A-3 (b) 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. (c) Any redemption pursuant to Section 3.07 of the Indenture shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as otherwise provided set forth in clauses (b), (d) and (e) of this Section 3.75 and in clauses (c), (g) and (h) of Section 3.07 of the Indenture, the Company may Notes will not redeem any of be redeemable at the Notes Issuer’s option prior to March 15May 1, 2009. 2026. (b) At any time on or after March 15prior to May 1, 20092026, the Company Issuer may, at its optionoption and on one or more occasions, redeem outstanding all or a part of the Notes, upon notice in whole or in partaccordance with Section 3.03 of the Indenture, at a Redemption Price redemption price equal to a percentage the sum of (A) 100.0% of the principal amount thereof, as set forth in of the immediately succeeding paragraphNotes redeemed, plus all (B) the 2031 Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest thereon to interest, if any, to, but excluding, the Redemption Date (Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date. (c) On and after May 1, 2026, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record date on the relevant Record Date to receive interest due on the relevant interest payment date). The Interest Payment Date falling prior to or on the Redemption Price as a percentage of principal amount shall be as followsDate, if the Notes are redeemed during the 12twelve-month period commencing beginning on or after March 15 May 1 of each of the years set forth indicated below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 2026............................................................................................................... 102.000% 2027............................................................................................................... 101.333% 2028............................................................................................................... 100.667% 2029 and thereafter....................................... ....................................................................................... 100.000% (bd) At any time, or from time to time, on On or prior to March 15November 1, 2007 2023, the Company Issuer may, at its option, use the net cash proceeds of option and on one or more Equity Offerings (as defined below) to occasions, redeem up to 3540.0% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this the Indenture at a redemption price equal to 104.000% of the aggregate principal amount of the Notes redeemed, with an amount not to exceed the net cash proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of an Equity Offering, 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 Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that (A) at least 50.0% of (x) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (y) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after any such redemption; and (2) the Company makes occurrence of each such redemption not more than 90 (unless all such Notes are redeemed or repurchased substantially concurrently); and (B) each such redemption occurs within 180 days after of the consummation date of any closing of each such Equity Offering. (e) In connection with any tender offer for the Notes, including without limitation any Change of Control Offer or Alternate 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 will have the right upon not less than 10 nor more than 60 days’ prior notice, 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 (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder that participated in such tender offer payment) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, 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 not limited to, completion of the related Equity Offering or other transaction. The Issuer may redeem the Notes pursuant to one or more of the relevant provisions in the Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates and, with respect to redemptions that occur on the same date, may specify the order in which such redemptions are deemed to occur. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice 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 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 so delayed, or that such notice may be rescinded at any time in the Issuer’s sole discretion if the Issuer determines that any or all such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. The Issuer and its Affiliates may acquire the Notes by means other than a redemption pursuant to this paragraph 5, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. (a) Except as otherwise provided in this Section 3.7At any time prior to November 1, 2006, the Company may not redeem on any of the Notes prior to March 15, 2009. At any time on or after March 15, 2009, the Company may, at its option, redeem outstanding Notes, in whole or in part, at a Redemption Price equal to a percentage of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 106.500107.875% of the principal amount thereof amount, plus accrued and unpaid interest thereoninterest, if any, to the date redemption date, with the net cash proceeds of redemptionone or more Equity Offerings; provided PROVIDED that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after any the occurrence of such redemptionredemption (excluding Notes owned by the Company and its Subsidiaries); and (2) the Company makes such redemption not more than occurs within 90 days after of the consummation date of any the closing of such Equity Offering. (b) If the Company becomes obligated to pay any Additional Amounts as a result of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, which is publicly announced or becomes effective on or after the Issue Date, the Company may, at its option, redeem the Notes, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. (c) Except pursuant to this Section 3.07, the Notes will not be redeemable at the Company's option prior to November 1, 2007. (d) After November 1, 2007, the Company may redeem all or a portion of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages 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 November 1 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2007............................................ 103.938% 2008............................................ 101.969% 2009 and thereafter............................. 100.000%

Optional Redemption. (ai) Except as otherwise provided in this Section 3.7, the Company may The Corporation shall not have any right to redeem any shares of the Notes Series F Preferred Stock prior to March 15________ , 20092003. At On and after ___________, 2003 but prior to _______________ , 2006 (any time such date, an "Optional Redemption Measurement Date"), if the Redemption Per Share Price on or after March 15, 2009, such Optional Redemption Measurement Date exceeds the Company may, at its option, redeem outstanding Notes, amounts set forth in whole or in part, at a the chart that follows with respect to such applicable Optional Redemption Price equal to Date (expressed as a percentage of the principal amount thereofConversion Price), (the "Hurdle Rate"), the Corporation shall have the right, as set forth its sole option and election, to redeem (unless otherwise prevented by law) all, but not less than all, of the shares of Series F Preferred Stock in cash, at a price per share equal to the immediately succeeding paragraphgreater of either (i) the sum of (x) the Accreted Value plus (y) as provided in Section 3 above, plus all accrued and unpaid interest thereon to dividends through the Optional 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). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.500% of the principal amount thereof plus accrued and unpaid interest thereonMeasurement Date, if any, with respect to each share of Series F Preferred Stock, or (ii) the product of the Per Share Price as of the Optional Redemption Measurement Date and the number of shares of Common Stock into which the Series F Preferred Stock is convertible on such date (as provided in Section 7(a) below, in immediately available funds: HURDLE RATE AS A PERCENTAGE IF REDEEMED DURING THE PERIOD OF THE CONVERSION PRICE --------------------------------- --------------------------- ________, 2003 to _________, 2004 200% ________, 2004 to _________, 2005 250% ________, 2005 to _________, 2006 300% (ii) Written notice of any election by the Corporation to redeem the shares of Series F Preferred Stock pursuant to this Section 5(a) and the date selected for such redemption (the "Optional Redemption Date") shall be delivered in person, mailed by certified mail, return receipt requested, mailed by overnight mail or sent by telecopier not less than thirty (30), nor more than sixty (60), days prior to such Optional Redemption Date to the date holders of redemption; provided that: (1) at least 65% record of the principal amount shares of Notes issued under Series F Preferred Stock such notice to be addressed to each such holder at its address as shown in the records of the Corporation. The total sum payable per share of Series F Preferred Stock to be redeemed (the "Optional Redeemed Shares") on such Optional Redemption Date is referred to as the "Optional Redemption Price," and the payment to be made on such Optional Redemption Date for the Optional Redeemed Shares is referred to as the "Optional Redemption Payment." The Optional Redemption Payment shall be made by wire transfer of immediately available funds to accounts designated in writing by the holders of shares of Series F Preferred Stock. Upon notice from the Corporation, each holder of shares of Series F Preferred Stock so redeemed shall promptly surrender to the Corporation, at any place where the Corporation shall maintain a transfer agent for its shares of Series F Preferred Stock, certificates representing the shares so redeemed, duly endorsed in blank or accompanied by proper instruments of transfer. Notwithstanding anything to the contrary set forth in this Indenture remains outstanding immediately after Certificate of Designation, any holder of Series F Preferred Stock may convert its shares of Series F Preferred Stock pursuant to Section 7(a) until the Optional Redemption Price has been paid by the Corporation to any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offeringholders hereof.

Optional Redemption. (a) Except as otherwise provided set forth in clauses (b) and (c) of this Section 3.73.07, the Company may Issuers shall not have the option to redeem any of the Notes pursuant to this Section 3.07 prior to March 15September 1, 2009. At any time on On or after March 15September 1, 2009, the Company mayIssuers may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, at its optionto the applicable redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2009............................................................. 105.188% 2010............................................................. 103.458% 2011............................................................. 101.729% 2012 and thereafter.............................................. 100.000% (b) At any time prior to September 1, 2007, the Issuers may redeem outstanding up to 35% of the aggregate principal amount of the Notes issued hereunder (including any Additional Notes, in whole or in part, ) at a Redemption Price equal to a percentage redemption price of 110.375% of the principal amount thereof, as set forth in the immediately succeeding paragraph, plus all accrued and unpaid interest thereon 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 redemption date). The Redemption Price as a percentage of principal amount shall be as follows, if the Notes are redeemed during the 12-month period commencing on or after March 15 of the years set forth below: Year Percentage ---- ---------- 2009...................................................... 103.250 2010...................................................... 102.167 2011...................................................... 101.083 2012 and thereafter....................................... 100.000 (b) At any time, or from time to time, on or prior to March 15, 2007 the Company may, at its option, use with the net cash proceeds of one or more Qualified Equity Offerings Offerings; provided that: (as defined belowi) to redeem up to 35at least 65% of the aggregate principal amount of the Notes issued under this Indenture hereunder (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding, for purposes of such calculation, Notes held by the Company or its Subsidiaries); and (ii) the redemption must occur within 90 days of the date of the closing of such Qualified Equity Offering. (c) If at any time prior to September 1, 2009: (i) (A) the Company has made an Asset Sale Offer for 50% or more of the outstanding Notes in compliance with Section 4.10, (B) the Company has purchased all Notes tendered and (C) less than all of the outstanding Notes have been tendered and purchased pursuant to such Asset Sale Offer; or (ii) the Company or a Restricted Subsidiary thereof has entered into a binding agreement related to a transaction that is subject to Section 5.01 pursuant to which the Company or any of its Restricted Subsidiaries is entitled to receive net proceeds in excess of the sum of the principal amount of all Senior Debt and Notes outstanding at such time, then the Company may redeem all or part of the Notes at a redemption price equal to the sum of 106.500(A) 100% of the principal amount thereof thereof, plus (B) the Applicable Premium as of the date of redemption, plus (C) accrued and unpaid interest thereoninterest, if any, to the date of redemption; provided that:. (1d) at least 65% Any redemption pursuant to this Section 3.07 shall be made in accordance with the provisions of the principal amount of Notes issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 90 days after the consummation of any such Equity OfferingSections 3.01 through 3.06.