Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) At any time prior to January 15, 2013 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January June 15, 2013 2017, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25106% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Date, with using cash in an amount up to the amount of the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15November 30, 2013 2018, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.2500% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15November 30, 2013 2019, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25105.8750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.25% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15Before July 1, 2013 2006, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Interest thereon, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2008, the Company may may, on any one or more occasions occasions, redeem up to 35% of the original 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 of 112.25equal to 111.750% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15November 1, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including additional notes issued after Issue Date) at a redemption price of 112.25107.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to to, but not including, the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15December 1, 2013 2015, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 11, 2013 2021, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25107.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January March 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 112.25108.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.00% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Amounts, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.75% of the principal amount, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15, 2013 2024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25105.000% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price of 112.25107.850% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings or from the proceeds of the Company (or Permitted Affiliate Subordinated Debt of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)ACEP; provided that:

Optional Redemption. (a) At any time prior to January July 15, 2013 2022, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25106.000% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January May 15, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.625% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January July 15, 2013 2023, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25106.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Indenture at a redemption price of 112.25111.25% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, Additional Interest to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2010 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of by the Company (or of Holdings or any Parent, to the extent such proceeds are contributed a contribution to the Company’s common equity capital)capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that:

Optional Redemption. (a) At any time prior to January 15May 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15June 1, 2013 2002, the Company may may, at its option, on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Securities originally offered in the Offering at a redemption price of 112.25equal to 112.00% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January May 15, 2013 2005, the Company may on any one or more occasions redeem an aggregate of up to 35% of the original aggregate principal amount of Notes notes issued under this Indenture at a redemption price of 112.25108.875% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one any public or more private offering of Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15May 1, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued after the issue date) at a redemption price of 112.25108.0% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to to, but excluding, the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25105.00% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time on or prior to January July 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.75% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January May 15, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 112.25equal to 111.750% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Date, redemption date with the net cash proceeds of one or more a sale of Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed a contribution to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January October 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 112.25112.00% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, on the notes to be redeemed to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of that are concurrently contributed by Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January November 15, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January October 15, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25110.75% of the principal amount, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2002, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes Securities originally issued under this Indenture at a redemption price of 112.25112.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including any Additional Notes, if any) at a redemption price of 112.25109.5% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time and from time to time prior to January 15[_________], 2013 2013, the Company Company, at its option, may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes the Securities issued under this the Indenture at a redemption price of 112.25% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Qualified Equity Offerings at a Redemption Price equal to [___]% of the Company (or principal amount of Holdings or any Parentthe Securities to be redeemed, plus accrued and unpaid interest thereon, if any, to the extent such proceeds are contributed to the Company’s common equity capital)Redemption Date; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2014, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this First Supplemental Indenture (including any Additional Notes), at a redemption price of 112.25107.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January June 15, 2013 2002, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes Securities originally issued under this the Indenture at a redemption price of 112.25111.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2020, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25106.125% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, any to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January November 15, 2013 2012, the Company may on any one or more occasions may, from time to time, redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25% of the principal amountand any Additional Notes with, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateextent the Company actually receives, with the net cash proceeds of one or more Equity Offerings from time to time, at 109.750% of the Company (or of Holdings or any Parentprincipal amount thereof, plus accrued interest to the extent date of redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes must remain outstanding after each such proceeds are contributed to the Company’s common equity capital); provided that:redemption.

Optional Redemption. (a) At any time prior to January 15December 1, 2013 2012 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Indenture at a redemption price of 112.25109.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15October 1, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Supplemental Indenture at a redemption price of 112.25106.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time on or prior to January April 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount at maturity of Notes from time to time originally issued under this Indenture in cash at a redemption price of 112.25114.75% of the principal amountAccreted Value thereof, plus accrued and unpaid interest and Special Additional Interest, if any, thereon to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15August 1, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price of 112.25106.000% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings; provided, to the extent such proceeds are contributed to the Company’s common equity capital); provided however, that:

Optional Redemption. (a) At any time prior to January July 15, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Series B Notes issued under this Indenture hereunder at a redemption price of 112.25109.875% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with a contribution to the Company's common equity capital made with the net cash proceeds of one or more Equity Offerings a concurrent sale of the Company (or common stock of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Dynegy; provided that:

Optional Redemption. (a) At any time prior to January April 15, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, at a redemption price of 112.25equal to 108.750% of the principal amountamount of the Notes redeemed, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Datedate 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 of cash not greater than the net cash proceeds of from one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January November 15, 2013 2015, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, thereon to the Redemption Dateapplicable redemption date, with all or a portion of the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time, or from time to time, prior to January July 15, 2013 2007, the Company may at its option on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price Redemption Price (expressed as a percentage of 112.25% of the principal amount) equal to the sum of (a) 100% plus (b) the Applicable FRN Rate then in effect, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2009, the Company may on any one or more occasions redeem up to 3525% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25112.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds from the sale or issuance of one or more Equity Offerings of the Company Interests (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capitalother than Disqualified Stock); provided that:

Optional Redemption. (a) At any time prior to January May 15, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture at a redemption price of 112.25104.875% of the principal amount, amount plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15May 1, 2013 2002, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 112.25109% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages thereon, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25112% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings (other than Disqualified Stock) of the Company (or of Holdings Company, Parent or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)of their respective successors; provided that:

Optional Redemption. (a) At any time prior to January 15October 1, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25110.63% of the principal amountamount at maturity thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with a contribution to the common equity capital of the Company made with the net cash proceeds of one a concurrent Equity Offering by O'Sullivan's direct or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)indirect parent; provided that:

Optional Redemption. (a) At any time prior to January June 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.625% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15, 2013 2010, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.00% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the Redemption Dateredemption date, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment dates with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15October 1, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent that such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time on or prior to January October 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.125% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2024, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25105.75% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25110.50% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed a contribution to the Company’s 's common equity capital)capital made with the net cash proceeds of a concurrent Equity Offering of Parent; provided that:

Optional Redemption. (a) At any time on or prior to January August 15, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes originally issued under this Indenture at a redemption price of 112.25% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 109.500% of the Company (or of Holdings or any Parentprincipal amount thereof, plus accrued and unpaid interest, to the extent such proceeds are contributed to the Company’s common equity capital); redemption date, provided that:

Optional Redemption. (a) At any time prior to January 15November 30, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the aggregate original aggregate principal amount of the 2013 Notes issued under this Indenture at a redemption price of 112.25107.25% of the principal amount, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January April 15, 2013 2018, the Company may may, at its option, on any one or more occasions occasions, redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25equal to 105.375% of the aggregate principal amount, amount thereof plus accrued and unpaid interest and Special Interestinterest, 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, with the net cash proceeds of received by the Company from one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15June 1, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25106.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds Net Cash Proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2010, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Indenture at a redemption price of 112.25111% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January July 15, 2013 2017, the Company may on any one or more occasions redeem an aggregate of up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25105.125% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15October 1, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture at a redemption price Redemption Price of 112.25106.625% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to (but not including) the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15December 1, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture at a redemption price Redemption Price of 112.25105.500% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to (but not including) the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January July 15, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.375% of the principal amount, plus accrued and unpaid interest and Special Additional Interest, if any, on the Notes to be redeemed to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2005, the Company may on any one or more occasions occasion redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Date, with the net cash proceeds of one or more any Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offering; provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2010, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.5% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111 1/4% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Qualified Equity Offerings of the Company (or of Holdings Company, or any Parent, direct or indirect parent of the Company to the extent that such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15November 1, 2013 2021, the Company may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25110.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, any to the Redemption Dateredemption date, with the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any ParentCompany; provided, to the extent such proceeds are contributed to the Company’s common equity capital); provided however, that:

Optional Redemption. (a) At any time prior to January Before December 15, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestAdditional Interest thereon, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15June 1, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes (including any additional Notes) issued under this Sixth Supplemental Indenture at a redemption price of 112.25107.750% of the principal amount, plus accrued and unpaid interest and Special Interestunpaid, if any, to (but not including) the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January April 15, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.25% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Qualified Equity Offerings of the Company (or of Holdings or any ParentOfferings, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January March 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture Indenture, calculated after giving effect to the issuance of Additional Notes, if any, at a redemption price of 112.25106.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings a sale of Common Stock of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25108.625% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds Net Cash Proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January November 15, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of 6 ⅞% Notes originally issued under this Indenture at a redemption price Redemption Price of 112.25106.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest on an Interest Payment Date that is on or prior to the Redemption Date), with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January April 15, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes (including Additional Notes, if any) issued under this Indenture at a redemption price of 112.25109.50% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time on or prior to January March 15, 2013 2008, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Outstanding Notes issued under this Indenture at a redemption price of 112.25106.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to Before January 15, 2013 2002, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes originally issued under this Indenture at a redemption price of 112.25110.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages thereon, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January November 15, 2013 2006, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25106.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January December 15, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with using cash in an amount up to the amount of the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January 15May 1, 2013 2019, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture at a redemption price Redemption Price of 112.25105.375% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to (but not including) the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15November 1, 2013 2020, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.750% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestto, if anybut not including, the redemption date (subject to the Redemption right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January April 15, 2013 2014, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25109.25% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestinterest, if any, thereon to the Redemption Dateapplicable redemption date, with all or a portion of the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January August 15, 2013 2016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 112.25106.875% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interestthereon to, if anybut not including, the redemption date, subject to the Redemption Daterights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January September 15, 2013 2012, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25112% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time on or prior to January 15May 1, 2013 2007, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes from time to time originally issued under this Indenture in cash at a redemption price of 112.25110.000% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, thereon to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January May 15, 2013 2006, the Company may on any one or more occasions redeem an aggregate of up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25106.50% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to by the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time or from time to time prior to January 15July 1, 2013 2012, the Company Company, at its option, may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price of 112.25Redemption Price equal to 108.875% of the principal amountamount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January November 15, 2013 2013, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued after the Issue Date) at a redemption price of 112.25110.000% of the principal amount, plus accrued and unpaid interest and Special Interestinterest, if anyto, to but not including, the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time on or prior to January 15June 1, 2013 2010, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes from time to time originally issued under this Indenture in cash at a redemption price of 112.25107.375% of the principal amountamount thereof, plus accrued and unpaid interest and Special Additional Interest, if any, thereon to the Redemption Dateredemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15February 1, 2013 2019, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of 2022 Notes (including Additional 2022 Notes) issued under this Indenture at a redemption price of 112.25106.250% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any ParentOfferings; provided, to the extent such proceeds are contributed to the Company’s common equity capital); provided however, that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2007, the Company may at its option on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25107.500% of the principal amountamount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time or from time to time prior to January 15May 1, 2013 2010, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25equal to 107.50% of the principal amountamount of the Notes to be redeemed, plus accrued and unpaid interest and Special Interestthereon, if any, to the Redemption Date, with the net cash proceeds of one or more Qualified Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time on or prior to January 15May 1, 2013 2005, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.259 7/8% of the principal amountamount thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital)Offerings; provided that:

Optional Redemption. (a) At any time prior to January 15April 1, 2013 2014, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this First Supplemental Indenture with the net cash proceeds received by the Company from one or more Equity Offerings at a redemption price of 112.25equal to 107.875% of the principal amount, amount plus accrued and unpaid interest and Special Interest, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

Optional Redemption. (a) At any time prior to January February 15, 2013 2009, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25111.250% of the principal amount, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the Redemption Dateredemption date, with the net cash proceeds of one or more Equity Offerings of by the Company (or of Holdings or any Parent, to the extent such proceeds are contributed a contribution to the Company’s 's common equity capital)capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that: