Common use of Optional Redemption Clause in Contracts

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) 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 commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, -------- a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal amount of -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. (a) Except as set forth below, the Company shall Securities may not be entitled redeemed prior to August 15, 2014. (b) At any time prior to August 15, 2014, the Company may redeem the Securities in whole at its option any time or in part from time to time at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to June the date of redemption). (c) At any time on or after August 15, 2006. On and after June 15, 20062014, the Company shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment datedate that is on or prior to the date of redemption), if redeemed during the 12-month period commencing beginning on June or after August 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252014 104.563 % 2007 103.750 2008 101.875 2009 2015 102.281 % 2016 and thereafter 100.000% In addition, 100.000 % (d) At any time prior to June August 15, 20042013, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued with the Net Cash Proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of 109.125% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that provided that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and and (2) each such the redemption occurs within 90 days after the date closing of the related Public such Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to (a) The Issuers may redeem the Securities Notes, at its the option prior to June of the Issuers, in whole or in part, at any time on or after February 15, 2006. On and after June 152008, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, notice at the redemption prices following Redemption Prices (expressed in as percentages of the principal amountamount to be redeemed) set forth below, on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date Redemption Date (subject to the right 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 related interest payment dateRedemption Date), if redeemed during the 12-month period commencing on June 15 beginning February 15, of the years set forth belowindicated: 39 Year Redemption Period Price ------ ---------- 2006 105.625------------------- ---------------- 2008 104.500% 2007 103.750 2008 101.875 2009 102.250% 2010 and thereafter 100.000% % (b) In additionaddition to the foregoing, prior to June February 15, 20042007, the Company shall be entitled at its option on Issuers may, with the net proceeds of one or more occasions Public Equity Offerings of Qualified Capital Interests in the Company or a Successor Entity, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued outstanding Notes at a redemption price Redemption Price (expressed as a percentage of the principal amountamount to be redeemed) of 111 1/4109.000%, plus accrued and unpaid interest interest, if any, to the redemption date, with Redemption Date (subject to the net cash proceeds from one right of Holders of record on the relevant regular record date to receive interest due on an Interest Payment Date that is on or more Public Equity Offerings (prior to the Redemption Date); provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate the principal -------- ------- amount of Securities (which includes Additional Securities, if any) Notes originally issued on the Issue Date remains outstanding immediately after the occurrence of each any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each that any such redemption occurs within 90 days after following the date closing of the related any such Public Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Issuers prior to June November 15, 2006. On and after June 15, 2006Thereafter, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ----------------------------------------------- 2006 104.938% 2007 102.469% 2008 and thereafter 100.000% In addition, prior to November 15, 2005, the Issuers may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company at a redemption date) price equal to 109.875% of the principal amount thereof, plus accrued and unpaid interest to and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as [The Company, at its option, may redeem this Security, in whole or in part, from time to time on and after [__________, 2003], at the redemption prices set forth below (expressed as a percentage of the principal amount thereof), in each case together with accrued interest, if any, to the date of redemption, if redeemed during the twelve-month period beginning [_______________] of the years indicated below: Year Percentage ---- ---------- [2003] ___.__% [2004] ___.__% [2005] ___.__% [2006] and thereafter 100.00% provided that if the date fixed for redemption is [________] or [________], then the interest payable on such date shall be paid to the Holder of record on the next preceding [_________] or [__________]. Prior to [__________], 2001, the Company shall not be entitled may, at its option, from time to time, redeem up to 35% of the original aggregate principal amount of the 1998 Securities at its option prior a redemption price equal to June 15___% of the principal amount thereof, 2006. On together with accrued and after June 15unpaid interest, 2006if any, to the Company shall be entitled at its option to redeem date of redemption with all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages net proceeds of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right public sales 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 commencing on June 15 common stock of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionCompany; provided, prior to June 15, 2004, the Company shall be entitled that at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the 1998 Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other shall occur within 60 days of the date of the closing of the related sale of common stock of the Company. At any time prior to [____________], 2003, the Company may, at its option, redeem the 1998 Securities, in whole but not in part, upon the occurrence of a Change of Control, at a redemption price equal to 100% of the principal amount thereof, together with the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption.] In the event that less than all of the Securities heldof any series are to be redeemed, directly or indirectlythe Trustee shall select the Securities of such series to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Securities being redeemed are listed, or, if the Securities are not listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Company Trustee shall deem fair and appropriate; provided, that no Securities of $1,000 or its Affiliates); and less shall be redeemed in whole or in part. At least 30 days but not more than 60 days prior to a redemption date (2) each such but, in the case of any redemption occurs within of this Security pursuant to a Change of Control, in no event more than 90 days after the date occurrence of such Change of Control), the Company shall mail or cause the mailing of a notice of redemption by first-class mail to the Holder of this Security at its registered address. If this Security is to be redeemed in part only, the notice of redemption shall state the portion of the related Public Equity Offeringprincipal amount to be redeemed. A new Security in a principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon cancellation of the original Security. On and after the redemption date, interest will cease to accrue on this Security or the portion hereof called for redemption unless the Company defaults in the payment of the redemption price or accrued interest.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2008 105.875% 2007 103.750 2008 101.875 2009 103.917% 2010 101.958% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 111.75% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each redemption. Any such redemption occurs shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem November 15, 2007. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ----------------------------------------------- 2007 106.063% 2008 104.042% 2009 102.021% 2010 and thereafter 100.000% In addition, prior to November 15, 2005, the Issuers may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company at a redemption date) price equal to 112.125% of the principal amount thereof, plus accrued and unpaid interest to and additional interest thereon, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following paragraph and in Section 3.07(b), the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2008 104.688% 2007 103.750 2008 101.875 2009 103.125% 2010 101.563% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 109.375% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and additional interest, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that 39 any such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in this Indenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem August 1, 2011. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 August 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252011 105.688 % 2007 103.750 2008 101.875 2009 2012 103.792 % 2013 101.896 % 2014 and thereafter 100.000100.000 % In addition, prior to June 15August 1, 20042011, the Company shall be entitled Issuers may redeem the Securities at its option on one their option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder’s registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to August 1, 2009, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date), with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by Parent, a portion any direct or indirect parent of the Net Cash Proceeds equal Company, in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 111.375% of the principal amount thereof plus accrued and unpaid interest, to 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 payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except (1) The Company may not redeem Preference Shares prior to November 30, 2029, except as set forth belowprovided in Sections 7(a)(2), 7(a)(3), 7(a)(4) and 7(a)(5). Any redemption of the Preference Shares occurring prior to November 30, 2029 as provided for in Sections 7(a)(2), 7(a)(3), 7(a)(4) and 7(a)(5) shall be subject to BMA Approval (provided that, if under the Applicable Supervisory Regulations, BMA Approval is not required at the time in order for the Preference Shares to qualify or continue to qualify as Tier 2 capital securities under then-applicable Capital Adequacy Regulations imposed upon the Company by the BMA, such BMA Approval shall not be required). On November 30, 2029 and at any time thereafter, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in whole or from time to time in part, upon notice given as provided in Section 7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the portion of the quarterly dividend declared and attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends; provided that no such redemption may occur unless one of the Redemption Requirements is satisfied. (2) At any time prior to November 30, 2029, if (i) the Company submits to the holders of its Ordinary Shares a proposal for an amalgamation or merger, or (ii) if the Company submits any proposal for any other matter that requires, as a result of any change in Bermuda law after November 21, 2024, for its validation or effectuation an affirmative vote of the holders of the Preference Shares at the time in issue, whether voting as a separate series or together with any other series or class of preference shares as a single class, the Company shall not be entitled have the option, subject to compliance with Bermuda law, upon notice given as provided in Section 7(c), to redeem all of the Securities issued Preference Shares at its option a cash redemption price of $26,000 per Preference Share, plus an amount equal to the portion of the quarterly dividend declared and attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends; provided that no such redemption shall occur unless (1) the Company has sufficient funds in order to meet the Enhanced Capital Requirement after giving effect to such redemption or (2) the Company replaces the capital represented by the Preference Shares to be redeemed with capital having equal or better capital treatment as the Preference Shares under the Enhanced Capital Requirement (the conditions described in clauses (1) and (2), the “Redemption Requirements”). (3) At any time prior to June 15November 30, 2006. On 2029, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in whole or from time to time in part, upon notice given as provided in Section 7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the portion of the quarterly dividend declared and attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends, at any time within 90 days of the date on which the Company has reasonably determined that, as a result of (i) any amendment to, or change in, the laws or regulations of Bermuda that is enacted or becomes effective after June 15the Issue Date; (ii) any proposed amendment to, 2006or change in, those laws or regulations that is announced or becomes effective after the Issue Date; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the Issue Date, a Capital Disqualification Redemption Event has occurred; provided that any such redemption in part may only be made if (x) the Company has reasonably determined that the portion of the Preference Shares to be redeemed are the subject of the Capital Disqualification Redemption Event and (y) after giving effect to such redemption, the Company has reasonably determined that a Capital Disqualification Redemption Event will not exist with respect to the then-issued Preference Shares and such redemption will not result in the suspension or removal of the Preference Shares from listing on the New York Stock Exchange; provided further that no such redemption may occur unless one of the Redemption Requirements is satisfied. (4) At any time prior to November 30, 2029, the Preference Shares shall be entitled redeemable at its option the Company’s option, subject to redeem all compliance with Bermuda law, in whole or from time to time in part, upon notice given as provided in Section 7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest quarterly dividend declared and attributable 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 12then-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securitiescurrent dividend period, if any) in an aggregate principal amount not to exceed 35% , to, but excluding, the Redemption Date, without accumulation of any undeclared dividends, at any time following the occurrence of a Tax Event; provided that no such redemption may occur unless one of the aggregate principal Redemption Requirements is satisfied. (5) At any time prior to November 30, 2029, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in whole, upon notice given as provided in Section 7(c), at a cash redemption price of $25,500 per Preference Share, plus an amount equal to the portion of the Securities (which includes Additional Securitiesquarterly dividend declared and attributable to the then-current dividend period, if any) originally issued at a redemption price (expressed as a percentage , to, but excluding, the Redemption Date, without accumulation of principal amount) of 111 1/4%any undeclared dividends, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date occurrence of a Rating Agency Event; provided that no such redemption may occur unless one of the related Public Equity OfferingRedemption Requirements is satisfied. (6) Unless dividends on all issued Preference Shares and all Parity Stock shall have been declared and paid (or declared and a sum sufficient for the payment thereof set apart for payment) for the latest completed Dividend Period on all issued Preference Shares and the latest completed dividend period on all issued Parity Stock, no Preference Shares or any Parity Stock shall be redeemed, purchased or otherwise acquired by the Company unless all issued Preference Shares and any Parity Stock are redeemed (or purchased or otherwise acquired); provided, that the Company may acquire fewer than all of the issued Preference Shares or Parity Stock pursuant to a written purchase or exchange offer made to all holders of issued Preference Shares and Parity Stock upon such terms as the Board of Directors in its sole discretion, after consideration of the respective annual dividend rate and other relative rights and preferences of the respective classes or series, shall determine (which determination shall be final and conclusive) will result in fair and equitable treatment among the respective classes or series.

Optional Redemption. Except as set forth belowprovided above, the Company shall this Security is not be entitled to redeem the Securities at its option redeemable prior to June 1530, 2006. On and after June 15This Security may be redeemed in whole or in part, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 20 nor more than 60 days' ’ notice, at any time on or after June 30, 2006, at the redemption prices option of the Company, at the Redemption Prices (expressed in as percentages of the principal amount, on the redemption date) 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), set forth below if redeemed during the 12-month period commencing on beginning June 15 30 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 indicated and thereafter 100.000% In additionending June 29 of the following years, plus any interest accrued but not paid prior to the Optional Redemption Date. June 1530, 20042006 101.714 % June 30, the Company shall 2007 101.286 % June 30, 2008 100.857 % June 30, 2009 100.429 % Securities in original denominations larger than $1,000 may be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) redeemed in an aggregate principal amount not to exceed 35% part. If any Security selected for partial redemption is converted in part before termination of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest conversion right with respect to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal Security so selected, the converted portion of such Security shall be deemed to be the amount required to redeem any Securities is contributed to the equity capital of the Company); portion selected for redemption (provided, however, that (1) at least 65% the Holder of such aggregate principal -------- ------- amount Security so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Security). Securities which have been converted during a selection of Securities (which includes Additional Securities, if any) remains outstanding immediately to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection. On and after the occurrence Redemption Date, interest ceases to accrue on Securities or portions of each such Securities called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued and unpaid interest. Notice of redemption (other than Securities held, directly or indirectly, will be given by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after to the date of Holders as provided in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowSubject to Section 3.7, the Company shall not be entitled to may redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all this Debenture in whole or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) 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 commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued part at a cash redemption price (expressed as a percentage of principal amount"OPTIONAL REDEMPTION PRICE") equal to one hundred twenty-two and one-half percent (122.5%) of 111 1/4%the Principal Amount of this Debenture subject to such redemption, plus together with all accrued and unpaid interest thereon to the date of redemption date, with the net cash proceeds from one or more Public Equity Offerings ("OPTIONAL REDEMPTION DATE"); provided that if the Public Equity Offering (y) Current Market Price on the Trading Day the notice ("OPTIONAL REDEMPTION NOTICE") provided for in Section 3.7 (which may not be conditional) is an -------- offering by Parent, a portion given is less than the Conversion Price on the date such Trading Day and (z) Company has good and clear funds for payment of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of Optional Redemption Price covered by such notice in a bank account controlled by the Company); provided, further, however, that (1) at least 65% in the event such redemption is to be made simultaneously with the closing of a public offering of securities of the Company, the Company may send an Optional Redemption Notice even if it does not have such good and clear funds. Notwithstanding its receipt of an Optional Redemption Notice, the Holder upon receipt of such aggregate principal -------- ------- amount notice shall have the right to convert up to fifty percent (50%) of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence Principal Amount of each this Debenture covered by such redemption (other than Securities held, directly or indirectly, notice at the Conversion Price by delivery of a Conversion Notice to the Company or its Affiliates); and (2) each in accordance with Section 3.2 at any time prior to the Optional Redemption Date to which such redemption occurs within 90 days after the date of the related Public Equity OfferingOptional Redemption Notice relates.

Optional Redemption. Except as set forth belowin the following paragraph and in Section 3.07(b), the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: 42 Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2008 105.875% 2007 103.750 2008 101.875 2009 103.917% 2010 101.958% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 111.75% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and additional interest, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that any such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in this Indenture.

Optional Redemption. Except as set forth belowin the following paragraph and in Section 3.07(b), the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2008 105.063% 2007 103.750 2008 101.875 2009 103.375% 2010 101.688% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 110.125% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and additional interest, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that any such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in this Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2008 104.688% 2007 103.750 2008 101.875 2009 103.125% 2010 101.563% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 109.375% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each redemption. Any such redemption occurs shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem November 15, 2007. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: Redemption Year Price ------------------------------------------------- 2007 106.063% 2008 104.042% 2009 102.021% 2010 and thereafter 100.000% In addition, prior to November 15, 2005, the Issuers may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption date) price equal to 112.125% of the principal amount thereof, plus accrued and unpaid interest to and additional interest, if any, thereon to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the following paragraph and in Section 3.07(b), the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2008 105.500% 2007 103.750 2008 101.875 2009 103.667% 2010 101.833% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 111.00% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and additional interest, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that any such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in this Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Issuers prior to June November 15, 2006. On and after June 15, 2006Thereafter, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ------------------------------------------------------ 2006 104.938% 2007 102.469% 2008 and thereafter 100.000% In addition, prior to November 15, 2005, the Issuers may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption date) price equal to 109.875% of the principal amount thereof, plus accrued and unpaid interest to and additional interest, if any, thereon to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date); provided, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In additionhowever, prior that after giving effect to June 15any such redemption, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall be made within 90 days after of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the date of procedures set forth in the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowbelow and in Sections 4.06 and 4.09 of the Indenture, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 151, 20062019, the Company shall be entitled at its option option, on one or more occasions, to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeSecurities, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252019 104.781 % 2007 103.750 2008 101.875 2009 2020 103.188 % 2021 101.594 % 2022 and thereafter 100.000100.000 % In addition, at any time prior to June 151, 20042019, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4106.375%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with cash in an amount equal to the net cash proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Qualified Equity Offering. Prior to June 1, 2019, the Company shall be entitled at its option, on one or more occasions, to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest 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).

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem February 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2008 105.500% 2007 103.750 2008 101.875 2009 103.667% 2010 101.833% 2011 and thereafter 100.000% In addition, at any time and from time to time prior to June February 15, 20042006, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 111.00% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each redemption. Any such redemption occurs shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Issuers prior to redeem August 1, 2011. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 August 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252011 105.688 % 2007 103.750 2008 101.875 2009 2012 103.792 % 2013 101.896 % 2014 and thereafter 100.000100.000 % In addition, prior to June 15August 1, 20042011, the Company shall be entitled Issuers may redeem the Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder’s registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to August 1, 2009, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued 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 equity 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 equal to 111.375% of the principal amount) of 111 1/4%, amount thereof plus accrued and unpaid interest to the redemption date, with date (subject to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion right of the Net Cash Proceeds equal Holders of record on the relevant record date to receive interest due on the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin this paragraph ------------------- 5, the Company shall Discount Notes will not be entitled to redeem redeemable at the Securities at its option of Holdings prior to June 15May 1, 20062003. On and after June 15, 2006such date, the Company shall Discount Notes will be entitled redeemable at its the option to redeem all of Holdings, in whole or a portion of the Securities upon not less than 30 nor more than 60 days' noticein part, at any time or from time to time at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 May 1 of the years set forth below: Period Redemption Period Price ------ ---------- ---------------- 2003 106.063% 2004 104.042% 2005 102.021% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, at any time and from time to time prior to June 15May 1, 20042001, the Company shall be entitled Holdings may, at its option on one or more occasions option, redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount of Discount Notes with the Securities (proceeds of one or more Public Equity Offerings received by, or invested in, Holdings, following which includes Additional Securitiesthere is a Public Market, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 112.125% plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and Liquidated Damages, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at -------- ------- least 65% of such aggregate the original principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains the Discount Notes must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringredemption.

Optional Redemption. Except as set forth belowin the second and third ------------------- paragraphs under this paragraph 5, the Company shall Securities may not be entitled to redeem the Securities at its option redeemed prior to June December 15, 20062001. On and after June 15, 2006that date, the Company shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), on plus accrued and unpaid interest and Special Interest, if any, with respect to, the Securities to and including the redemption date: if redeemed during the 12-month period beginning December 15, Period Percentage ------ ---------- 2001 105.750% 2002 102.875% 2003 and thereafter 100.000% Notwithstanding the foregoing, the Company shall have the right, without the consent of the Holders, to redeem the Securities in whole, but not in part, at a redemption price equal to 100% of the unpaid principal amount of the Outstanding Securities plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest if any, to, the date of redemption in the event that the Company enters into a binding agreement to consummate any transaction which would be prohibited by Section 5.1 of the Indenture. Such redemption date must occur prior to or simultaneously with the consummation of such prohibited transaction. In addition, the Securities may be redeemed in part by the Company at its sole option if, on or before December 15, 2000, the Company receives Net Cash Proceeds of one or more Public Equity Offerings. The Company may use all or a portion of any such Net Cash Proceeds to redeem up to $49,000,000 aggregate principal amount of the Securities, within 90 days of such Public Equity Offering, at a redemption price (expressed as a percentage of the aggregate principal amount of Securities Outstanding) of 111 1/2 plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest and Special Interest, if any, due on the related interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant Interest Payment Date); provided, however, that (1) at least 65% of such $91,000,000 aggregate principal -------- ------- amount of the Securities (which includes Additional Securities, if any) remains outstanding immediately shall remain Outstanding after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringredemption.

Optional Redemption. Except as set forth belowin the following paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem May 15, 2014. On May 15, 2014 or thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June May 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252014 104.750% 2007 103.750 2008 101.875 2009 2015 102.375% 2016 and thereafter 100.000% In addition, prior to June May 15, 20042014, the Company shall be entitled may redeem the Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice mailed by first-class mail or sent electronically to redeem each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities (which includes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional SecuritiesInterest, if any) , to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to May 15, 2013, the Company may redeem in an the aggregate principal amount not up to exceed 35% of the original aggregate principal amount of the Securities (which includes 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, if anyin each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4109.500%, plus accrued and unpaid interest and additional interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains remain outstanding immediately after the occurrence of each such redemption (other than Securities heldredemption; provided, directly or indirectlyfurther, by the Company or its Affiliates); and (2) each that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June December 15, 20062007. On and after June December 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June December 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June December 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.125%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds received by the Company from one or more Public Equity Offerings (provided that PROVIDED that, if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. (a) Except as set forth belowin the next two paragraphs, the Company shall Securities may not be entitled to redeem the Securities at its option redeemed prior to June 15February 1, 20062002. On and after June 15, 2006that date, the Company shall be entitled at its option to Issuers may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amountamount at maturity), on the redemption date) plus accrued and unpaid interest and Additional Amounts, 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 daterelevant Interest Payment Date), if redeemed during the 12-month period commencing beginning on June 15 or after February 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625----- 2002............................................ 106.000% 2007 103.750 2008 101.875 2009 2003............................................ 103.000 2004 and thereafter 100.000% In additionthereafter............................. 100.000 (b) Notwithstanding the foregoing, at any time prior to June 15February 1, 20042001, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount at maturity of Securities with the Securities (which includes Additional Securitiesnet cash proceeds of one or more Public Equity Offerings, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount at maturity thereof) of 111 1/4%, 112% plus accrued and unpaid interest interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant Interest Payment Date); provided, however, that (1) at least 65% of after any such redemption the aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date at maturity of the related Public Equity OfferingSecurities outstanding must equal or exceed $162,000,000.

Optional Redemption. Except as set forth below, the Company shall Securities will not be entitled redeemable at the option of the Company prior to their Stated Maturity. The Company may at any time redeem the Securities at its option prior to June 15Securities, 2006. On and after June 15in whole or in part, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' ’ prior notice, at a redemption price equal to 100% of the redemption prices (expressed in percentages principal amount of principal amount, on the redemption date) Securities to be redeemed plus the Applicable Premium and accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% . In addition, at any time and from time to time prior to June March 15, 20042010, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes Additional calculated after giving effect to any issuance of additional Securities) with the net cash proceeds of one or more Equity Offerings (a) by the Company or (b) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4106.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes Additional calculated after giving effect to any issuance of additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each provided further that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowAt any time on or after March 15, 2001, the Company shall not be entitled to redeem the Securities may, at its option prior to June 15option, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a any portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of the principal amountamount of the Securities) set forth below, on plus, in each case, accrued interest thereon to the applicable redemption date) 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 commencing on June 15 beginning March 15, of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2001........................ 105.1250% 2007 103.750 2008 101.875 2009 2002........................ 103.4167% 2003........................ 101.7083% 2004 and thereafter 100.000100.0000% In addition, at any time on or prior to June March 15, 20041999, the Company shall be entitled at its option on one or more occasions up to redeem Securities (which includes Additional Securities, if any) $15,000,000 in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Securities may be redeemed, at the Securities (which includes Additional Securitiesoption of the Company, if any) originally issued upon not less than 30 or more than 60 days' notice, from the Net Proceeds of a Public Equity Offering, at a redemption price (expressed as a percentage equal to 110.25% of the principal amount) of 111 1/4%amount thereof, plus together with accrued and unpaid interest to the redemption datedate of redemption, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such $35,000,000 in aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding Outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each that such redemption occurs within 90 60 days following the closing of such Public Equity Offering. In the case of any redemption of Securities, interest installments due and payable on or prior to the date of redemption will be payable to Holders of such Securities of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the date of redemption. In the related Public Equity Offeringevent of redemption or purchase of this Series __ Security in part only, a new Series __ Security or Securities for the unredeemed or unpurchased portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. The Securities do not have the benefit of any sinking fund obligations.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled redeemable at the option of the Company prior to redeem July 15, 2003. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June July 15 of the years set forth below: Redemption Period Price ------ ---------- REDEMPTION YEAR PRICE ------------------------------------------------------------ 2003 106.375% 2004 104.250% 2005 102.125% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June July 15, 20042001, the Company shall be entitled may redeem up to a maximum of 34% of the original aggregate principal amount at its option on maturity of the Securities with the proceeds of one or more occasions to redeem Securities (Public Equity Offerings following which includes Additional Securitiesthere is a Public Market, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage equal to 112.75% of principal amount) of 111 1/4%the Accreted Value 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, with HOWEVER, that after giving effect to any such redemption, at least 66% of the net cash proceeds from one or more Public Equity Offerings (provided that if originally issued aggregate principal amount at maturity of the Securities remains outstanding. Any such redemption shall be made within 60 days of such Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal upon not less than 30 nor more than 60 days' notice mailed to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount each holder of Securities (which includes Additional Securities, if any) remains outstanding immediately after being redeemed and otherwise in accordance with the occurrence of each such redemption (other than Securities held, directly or indirectly, by procedures set forth in the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June April 15, 20062005. On and after June April 15, 20062005, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) 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 relevant interest payment date), if redeemed during the 12-month period commencing on June April 15 of the years set forth below: Redemption Period Price ------ ---------- ----- 2005 106.375% 2006 105.625% 104.250 2007 103.750 102.125 2008 101.875 2009 and thereafter 100.000% In addition, prior to June April 15, 20042003, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4112.750%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the closing date of the related Public Equity Offering.

Optional Redemption. Except as set forth below(a) At any time prior to March 15, 2008, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to Co-Obligors may redeem all or a portion of the Securities upon Notes, on not less than 30 nor more than 60 days' ’ prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to the greater of: (A) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of redemption, and (B) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of such payments of interest accrued as of the date of redemption) from the date of redemption to March 15, 2008 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 50 basis points, together with accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of redemption. (b) On or after March 15, 2008, the Co-Obligors may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed in as percentages of the principal amount, on the redemption date) 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 commencing on June beginning March 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252008 104.375 % 2007 103.750 2008 101.875 2009 102.188 % 2010 100.000 % and thereafter 100.000at 100% In additionof the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). (c) At any time prior to June March 15, 20042007, the Company shall be entitled at its option on Co-Obligors may use the Net Cash Proceeds of one or more occasions Equity Offerings (1) by the Company or (2) by Holdings to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Capital Stock) of the Company from the Company, to redeem Securities (which includes Additional Securities, if any) in up to an aggregate principal amount not to exceed of 35% of the aggregate principal amount of Notes issued under the Securities Indenture (which includes including the principal amount of any Additional Securities, if anyNotes issued under the Indenture) originally issued at a redemption price (expressed as a percentage equal to 108.750% of the aggregate principal amount) amount of 111 1/4%the Notes redeemed, plus accrued and unpaid interest interest, if any, and Liquidated Damages, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date, with the net cash proceeds from one or more Public Equity Offerings (); provided that if the Public Equity Offering is an -------- offering by Parent, this redemption provision shall not be applicable with respect to any transaction that results in a portion Change of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at Control. At least 65% of such the aggregate principal -------- ------- amount of Securities Notes issued under the Indenture (which includes including the principal amount of any Additional Securities, if anyNotes issued under the Indenture) remains must remain outstanding immediately after the occurrence of each such redemption. In order to effect this redemption, the Co-Obligors must mail a notice of redemption (other no later than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 30 days after the date closing of the related Public Equity Offering and must complete such redemption within 60 days of the closing of the Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to The Issuer may redeem the Securities at its option prior option, in whole at any time or in part from time to June 15time, 2006. On and after June 15on any Business Day permitted below, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon on not less than 30 days’ nor more than 60 days' notice’ prior notice provided to each Holder’s registered address, (x) if such optional redemption occurs prior to August 1, 2015, at a redemption price equal to the greater of (i) the portion of the outstanding principal balance of the Securities being redeemed and (ii) the present value, discounted at the Applicable Treasury Rate of the portion of the outstanding principal balance of the Securities being redeemed plus 1.00%, of such principal payment amounts and interest at the rate per annum shown above on the outstanding principal balance of the Securities being redeemed (assuming the principal balances are amortized at the times and in the assumed amounts set forth on Schedule A to the Indenture) and (y) if such optional redemption occurs on or after August 1, 2015, at a redemption price equal to the following redemption prices (expressed as a percentage of outstanding principal amount of the Securities being redeemed) for the following periods, plus, in percentages the case of principal amounteach of clause (x) and clause (y), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date Record Date to receive interest due on the related interest payment date)relevant Payment Date): ______________________________ 4 Include in a Definitive Security. From and including August 1, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252015 to and including July 31, 2016 106.000 % 2007 103.750 2008 101.875 2009 From and including August 1, 2016 to and including July 31, 2017 103.000 % From and including August 1, 2017 and thereafter 100.000100.000 % In additionNotice of any redemption may, prior at the Issuer’s discretion, be subject to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securitiesconditions precedent, if any) in an aggregate principal amount not to exceed 35% of including the aggregate principal amount of receipt by the Securities (which includes Additional SecuritiesTrustee, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest on or prior to the redemption date, with of money sufficient to pay the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parentprincipal of, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securitiesand premium, if any) remains outstanding immediately after , and interest on, the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringbeing redeemed.

Optional Redemption. Except as set forth belowThe Securities will be subject to redemption, at the Company shall not be entitled to redeem option of the Securities Company, in whole or in part, at its option any time on or after February 1, 2006 and prior to June 15maturity, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticenotice mailed to each Holder of Securities to be redeemed, in amounts of $1,000 or an integral multiple of $1,000, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued interest to but excluding the date fixed for redemption date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the related an interest payment datedate that occurs on or prior to the date fixed for redemption), if redeemed during the 12-month period commencing on June 15 beginning February 1 of the years set forth belowindicated: Redemption Period Price ------ Year Percentage ---- ---------- 2006 105.625104.688% 2007 103.750 103.125% 2008 101.875 101.563% 2009 and thereafter 100.000% In addition, on or prior to June 15February 1, 2004, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued with the net cash proceeds received by the Company from one or more Equity Offerings, at a redemption price (expressed as a percentage equal to 109.375% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)date fixed for redemption; provided, however, that (1) at least 65% of such in aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each any such redemption (other than excluding any Securities held, directly or indirectly, owned by the Company or any of its Affiliates); . Notice of redemption described in this paragraph must be mailed to Holders of Securities not later than 60 days following the consummation of the relevant Equity Offering. Selection of Securities for any partial redemption shall be made by the Trustee, 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 other manner as the Trustee shall deem appropriate and (2) fair. Securities in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000. Notice of redemption will be mailed before the date fixed for redemption to each such redemption occurs within 90 days Holder of Securities to be redeemed at his or her registered address. On and after the date fixed for redemption, interest will cease to accrue on Securities or portions thereof called for redemption. The Securities will not have the benefit of the related Public Equity Offeringany sinking fund.

Optional Redemption. Except as set forth in the following two paragraphs, the Securities shall not be redeemable at the option of the Company prior to May 15, 2008. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice delivered electronically or by first-class mail to each Holder’s registered address, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to 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 payment date), if redeemed during the twelve-month period commencing on May 15 of the years set forth below: 2008 102.000 % 2009 101.000 % 2010 and thereafter 100.000 % In addition, prior to May 15, 2008, the Company shall not be entitled to may redeem the Securities at its option prior option, in whole at any time or in part from time to June 15time, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice’ prior notice electronically delivered or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the redemption prices (expressed in percentages principal amount of principal amountthe Securities redeemed plus the Applicable Premium as of, on the redemption date) plus and accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date). Notwithstanding the foregoing, if redeemed during the 12-month period commencing at any time and from time to time on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, or prior to June May 15, 20042008, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued 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 equity 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 amountamount thereof) of 111 1/4%100% plus a premium (expressed as a percentage of principal amount thereof) equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 6550% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice electronically delivered or mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion of such Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth below(a) Prior to February 1, 2023, the Company shall not be entitled may, on one or more occasions, redeem up to redeem a maximum of 40% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Parent, at its option prior a redemption price equal to June 15108.00% of the principal amount thereof, 2006. On plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after June 15giving effect to any such redemption (1) at least 60% of the aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) remains outstanding; and (2) any such redemption by the Company must be made within 60 days of such Equity Offering. (b) Prior to February 1, 20062023, the Company shall be entitled at its option to redeem all the Securities, in whole or in part, at a portion redemption price equal to 100% of the principal amount of the Securities upon plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not less than 30 nor more than 60 days' noticeincluding), at the redemption prices (expressed in percentages of principal amount, on the redemption date) 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 relevant interest payment date). (c) On or after February 1, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 20042023, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional the Securities, if any) in an aggregate principal amount not whole or in part, at the redemption prices applicable to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount of the Securities to be redeemed) of 111 1/4%set forth below, plus accrued and unpaid interest to the redemption datethereon to, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parentbut not including, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of redemption (subject to the related Public Equity Offering.right of Holders on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the twelve-month period beginning on February 1 of the years indicated below: 2023 104.00% 2024 102.00% 2025 and thereafter 100.00%

Optional Redemption. Except as set forth belowin the next paragraph, the Company shall Securities may not be entitled to redeem the Securities at its option redeemed prior to June 15October 1, 20062003. On and after June 15, 2006that date, the Company shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), ): if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption beginning October 1, Period Price Percentage ------ ---------- 2003................................. 106.250% 2004................................. 104.167% 2005................................. 102.083% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter thereafter.................. 100.000% In addition, at any time prior to June 15October 1, 20042001, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Securities issued under the Indenture (including any additional Securities issued after the Issue Date pursuant to Section 2.13 of the Indenture) with the proceeds of one or more Equity Offerings (provided that if the Equity Offering is an offering by Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company) following which includes Additional Securitiesthere is a Public Market, if any) originally issued at any time or from time to time, at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 112.5% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Company)relevant interest payment dates; provided, however, that (1i) at least 65% of such the aggregate principal -------- ------- amount of the Securities (which includes Additional Securities, if any) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption and (other than ii) such redemption shall occur within 60 days of such Equity Offering. In the case of any partial redemption, selection of Securities held, directly or indirectlyfor redemption will be made by the Trustee on a pro rata basis, by lot or by such other method as the Company Trustee in its sole discretion shall deem to be fair and appropriate, although no Security of $1,000 in original principal amount or its Affiliates); and (2) each less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such redemption occurs within 90 days after Security shall state the date portion of the related Public Equity Offeringprincipal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancelation of the original Securities.

Optional Redemption. Except as set forth below, (a) The Securities may be redeemed in whole or in part at the option of the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and any time on or after June 15, 20062012, if the Company shall be entitled at its option to redeem all or a portion Closing Sale Price of the Securities upon not less Company’s Common Stock has been greater than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest or equal 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 commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35130% of the aggregate Conversion Price then in effect for at least 20 Trading Days during the 30 consecutive Trading Day period immediately prior to any date on which the Company provides notice of redemption. (b) The redemption price at which the Securities are redeemable (the “Redemption Price”) shall be payable in cash and shall be equal to 100% of the principal amount of the Securities (which includes Additional Securitiesbeing redeemed, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus together with accrued and unpaid interest to (including Additional Interest, if any), if any to, but excluding, the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Redemption Date; provided, however, that if Securities are redeemed after a Record Date and on or prior to the corresponding Interest Payment Date, the interest (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes including Additional SecuritiesInterest, if any) remains outstanding immediately after payable in respect of such Interest Payment Date shall be payable to the occurrence Holders of each such record at the Close of Business on the corresponding Record Date. (c) The Company may not redeem any Securities unless all accrued and unpaid interest (including Additional Interest, if any) thereon has been or is simultaneously paid for all semi-annual periods or portions thereof terminating prior to the Redemption Date. (d) Notwithstanding any other provision of this Indenture, the Company shall make at least six semi-annual payments of interest to the Holders (including interest payments on December 15, 2009 and June 15, 2012) in the full amount required hereunder before any redemption of the Securities pursuant to this Section 3.01. (other than e) Except as provided in this Section 3.01, the Securities held, directly or indirectly, shall not be redeemable by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingCompany.

Optional Redemption. Except as set forth belowNo sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to June 30, 2024. On or after June 30, 2024, provided that the Company has obtained stockholder approval pursuant to Nasdaq Marketplace Rule 5635(d) or the shareholder approval rules or listing standards of any other national or regional securities exchange that are applicable to the Company (the “Stockholder Approval Requirement”), the Company shall not be entitled to may redeem the Securities at its option prior to June 15Notes (an “Optional Redemption”) (x) in cash, 2006. On and after June 15(y) through the issuance of shares of Common Stock or (z) a combination thereof, 2006, the Company shall be entitled at its option to redeem all in whole or a portion of the Securities upon not less than 30 nor more than 60 days' noticein part, at the redemption prices (expressed in percentages of principal amount, on the redemption date) 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)Redemption Price, if redeemed during the 12-month period commencing on June 15 Last Reported Sale Price of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled Common Stock has been at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption in accordance with Section 16.02. For purposes hereof, the “Redemption Price” equals the then-current Capitalized Principal Amount of the Notes plus the aggregate principal amount of all interest payments on the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage Capitalized Principal Amount of principal amount) the Notes that the Holders of 111 1/4%, plus accrued and unpaid interest the Notes to be redeemed would have been entitled to receive had the Notes remained outstanding to the redemption dateMaturity Date (for the avoidance of doubt, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal including interest on capitalized interest which would have been added to the amount required to redeem any Securities is contributed Principal Amount during the period from the Redemption Date to the equity capital of the CompanyMaturity Date); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below(a) Prior to November 1, 2021, the Company shall not be entitled may, on one or more occasions, redeem up to redeem a maximum of 40% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Parent, at its option prior a redemption price equal to June 15107.250% of the principal amount thereof, 2006. On plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after June 15giving effect to any such redemption (1) at least 60% of the aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) remains outstanding; and (2) any such redemption by the Company must be made within 60 days of such Equity Offering. (b) Prior to November 1, 20062021, the Company shall be entitled at its option to redeem all the Securities, in whole or in part, at a portion redemption price equal to 100% of the principal amount of the Securities upon plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not less than 30 nor more than 60 days' noticeincluding), at the redemption prices (expressed in percentages of principal amount, on the redemption date) 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 relevant interest payment date). (c) On or after November 1, if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 20042021, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional the Securities, if any) in an aggregate principal amount not whole or in part, at the redemption prices applicable to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount of the Securities to be redeemed) of 111 1/4%set forth below, plus accrued and unpaid interest to the redemption datethereon to, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parentbut not including, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of redemption (subject to the related Public Equity Offering.right of Holders on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the twelve-month period beginning on November 1 of the years indicated below: 2021 103.625% 2022 101.813% 2023 and thereafter 100.000%

Optional Redemption. Except as set forth belowin the following paragraph, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June 151, 20062005. On and or after June 151, 20062005, the Company Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and liquidated damages, 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 1 of the years set forth below: Redemption Period Year Price ------ ---------- ---- ----- 2005 106.500% 2006 105.625104.333% 2007 103.750 102.167% 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 151, 20042003, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities with the Net Cash Proceeds of one or more Equity Offerings (which includes Additional Securities, if anyi) originally issued by the Company at a redemption price (expressed as a percentage equal to 113% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and liquidated damages thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes Additional Securitiesremains outstanding, if any) remains outstanding immediately after the occurrence of each and any such redemption (other shall be made within 120 days of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities held, directly or indirectly, by being redeemed and otherwise in accordance with the Company or its Affiliates); and (2) each such redemption occurs within 90 days after procedures set forth in the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth below(a) At any time prior to April 1, 2009, the Company shall may redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a 107.75% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; 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 the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Public Equity Offering. (b) Except pursuant to the preceding paragraph and pursuant to paragraph (e) of this Section 3.07, the Notes will not be entitled to redeem redeemable at the Securities at its Company’s option prior to June 15April 1, 2006. 2009. (c) On and or after June 15April 1, 20062009, the Company shall be entitled at its option to may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1, 2009 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: 2009 105.813 % 2010 103.875 % 2011 101.938 % 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. (d) Any redemption pursuant to this Section 3,07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. (e) The Company may also choose to redeem the Notes at any time prior to April 1, 2009, in whole or in part, on not less than 30 nor more than 60 days notice, by paying a redemption price equal to the sum of: (1) 100% of the principal amount of the Notes to be redeemed, plus (2) the Applicable Premium, plus accrued interest thereon, 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 related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June October 15, 20062007. On and after June October 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June October 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4112%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below(a) Prior to January 15, 2021, the Company shall not be entitled may, on one or more occasions, redeem up to redeem a maximum of 40% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Company, at its option prior a redemption price equal to June 107.50% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date); provided, Table of ContentsTable of Contents however, that after giving effect to any such redemption (1) at least 60% of the aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) remains outstanding; and (2) any such redemption by the Company must be made within 60 days of such Equity Offering. (b) Prior to January 15, 2006. On and after June 15, 20062021, the Company shall be entitled at its option to redeem all the Securities, in whole or in part, at a portion redemption price equal to 100% of the principal amount of the Securities upon plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not less than 30 nor more than 60 days' noticeincluding), at the redemption prices (expressed in percentages of principal amount, on the redemption date) 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June . (c) On or after January 15, 20042021, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional the Securities, if any) in an aggregate principal amount not whole or in part, at the redemption prices applicable to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount of the Securities to be redeemed) of 111 1/4%set forth below, plus accrued and unpaid interest to the redemption datethereon to, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parentbut not including, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of redemption (subject to the related Public Equity Offering.right of Holders on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 2021 105.625% 2022 103.750% 2023 101.875% 2024 and thereafter 100.000%

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June April 15, 20062007. On and after June April 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June April 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June April 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentOfferings; PROVIDED, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June August 15, 20062012, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 August 15th of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252012 108.063 % 2007 103.750 2008 101.875 2009 2013 105.375 % 2014 102.688 % 2015 and thereafter 100.000100.000 % In addition, prior Prior to June August 15, 20042012, the Company shall be entitled at its option to redeem all or any portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest 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). Prior to August 15, 2012, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.75%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that that, if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds net cash proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); provided, however, that that: (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. During any 12-month period commencing on or after the Issue Date, the Company shall be entitled at its option to redeem up to $22,500,000 of the principal amount of the Securities during such 12-month period at a redemption price equal to 103% of the principal amount of the Securities plus accrued interest 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). Securities of $2,000 or less may be redeemed in whole but not in part.

Optional Redemption. Except At any time prior to [ ], the Company may redeem up to 35% of the aggregate principal amount of the Securities issued under the Indenture (including any Additional Notes) at a redemption price of [ ]% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, subject to the rights of Holders of the Securities on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Securities issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company or its Affiliates); and (2) the redemption must occur within 60 days of the date of the closing of such Public Equity Offering. On or after [ ], the Company may redeem all or a part of the Securities, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, thereon, to the Company shall not be entitled applicable redemption date, subject to redeem the rights of Holders of Securities at its option prior on the relevant record date to June 15receive interest due on the relevant interest payment date, 2006. On if redeemed during the twelve-month period beginning on [ ] of the years indicated below: [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] and after June 15, 2006thereafter 100.000 % Not more than once during each twelve-month period ending on [ ] of [ ],[ ],[ ],[ ] and [ ], the Company shall be entitled at its option may redeem up to redeem all or a portion $50 million in principal amount of the Securities in each such twelve-month period, upon not less than 30 nor more than 60 days' ’ notice, at a redemption price equal to 103% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to the date of redemption prices (expressed in percentages subject to the rights of principal amount, Holders of the Securities on the redemption date) relevant record date to receive interest on the relevant Interest Payment Date). In addition, at any time prior to [ ], the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium, plus accrued interest and unpaid 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 related interest payment daterelevant Interest Payment Date). In the case of any partial redemption, if redeemed during the 12-month period commencing on June 15 selection of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, Securities for redemption will be made by the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional SecuritiesTrustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not so listed, then on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate (and in such manner as complies with applicable legal requirements) provided that (i) Securities and portions thereof that the Trustee selects shall be in amounts of $2,000 or an aggregate principal amount not to exceed 35% integral multiple of $1,000 in excess thereof and (ii) no such partial redemption shall reduce the portion of the aggregate principal amount of a Security not redeemed to less than $2,000. If any Security is to be redeemed in part only, the Securities (which includes Additional Securities, if any) originally issued at a notice of redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest relating to such Security shall state the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds principal amount thereof to be redeemed. A new Security in principal amount equal to the amount required to redeem any Securities is contributed to unredeemed portion thereof will be issued in the equity capital name of the Company); providedHolder thereof upon cancellation of the original Security. On and after the Redemption Date, however, that interest will cease to accrue on Securities or portions thereof called for redemption as long as the Company has deposited with the Trustee or with a Paying Agent (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securitiesor, if anyapplicable, segregated and held in trust) remains outstanding immediately after money sufficient to pay the occurrence of each Redemption Price of, and accrued interest on, all the Securities which are to be redeemed on such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringdate.

Optional Redemption. Except as set forth in subparagraphs (a), (b) and (c) below, the Company shall Notes are not be entitled to redeem the Securities at its option redeemable before May 1, 2012. (a) At any time prior to June 15May 1, 2006. On and after June 15, 20062012, the Company shall be entitled at its option to may redeem all or a portion part of the Securities upon not less than 30 nor more than 60 days' noticeNotes (which includes Additional Notes, if any), at a redemption price equal to 100% of the redemption prices (expressed in percentages principal amount of principal amountNotes redeemed plus the Applicable Premium, on as of, and accrued and unpaid interest, if any, to, but not including, the redemption date) plus accrued interest to the redemption date (Redemption Date, subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the related relevant interest payment date). (b) On or after May 1, 2012, the Company 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, if any, thereon to the applicable Redemption Date, if redeemed during the 12twelve-month period commencing beginning on June 15 May 1 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252012 103.750 % 2007 103.750 2008 101.875 2009 2013 102.500 % 2014 101.250 % 2015 and thereafter 100.000% In addition100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time prior to June 15May 1, 20042010, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes issued under this Indenture (which includes the Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage of 107.5% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to interest, if any, to, but not including, the redemption dateRedemption Date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that that: (1) at least 65% of such the aggregate principal -------- ------- amount of Securities Notes issued under this Indenture (which includes the Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities excluding Notes held, directly or indirectly, by the Company or and its AffiliatesSubsidiaries); and and (2) each such the redemption occurs must occur within 90 days after of the date of the closing of any such Equity Offering. Notice of any redemption upon an Equity Offering may be given prior to the completion of the related Public Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to completion of the related Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. Except (a) At any time prior to [ ], the Company may redeem up to 35% of the aggregate principal amount of Securities issued under this Indenture (including any Additional Securities) at a Redemption Price of [ ]% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the Redemption Date, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date, with the Net Cash Proceeds of one or more Public Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Securities issued under the Indenture (including any Additional Securities) remains outstanding immediately after the occurrence of such redemption (excluding Securities held by the Company or its Affiliates); and (2) the redemption must occur within 60 days of the date of the closing of such Public Equity Offering. On or after [ ], the Company may redeem all or a part of the Securities, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, thereon, to the Company shall not be entitled applicable Redemption Date, subject to redeem the rights of Holders of the Securities at its option prior on the relevant record date to June 15receive interest due on the relevant Interest Payment Date, 2006. On if redeemed during the twelve-month period beginning on [ ] of the years indicated below: [ ] [ ] % [ ] [ ] % [ ] [ ] % [ ] and after June 15thereafter 100.000 % Not more than once during each twelve-month period ending on [ ] of [ ], 2006[ ], [ ], [ ] and [ ], the Company shall be entitled at its option may redeem up to redeem all or a portion $50 million in principal amount of the Securities in each such twelve-month period, upon not less than 30 nor more than 60 days' ’ notice, at a redemption price equal to 103% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to the date of redemption prices (expressed in percentages subject to the rights of principal amount, Holders of the Securities on the redemption date) relevant record date to receive interest on the relevant Interest Payment Date). In addition, at any time prior to [ ], the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium, plus accrued interest and unpaid 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 related interest payment daterelevant Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option (a) At any time prior to June 15, 2006. On and after June 15, 20062012, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem all or a portion 35% of the Securities upon not less than 30 nor more than 60 days' noticeaggregate principal amount of Notes originally issued under this Indenture at a redemption price of 109.875% of the principal amount thereof, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the right 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, 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 or its Affiliates); and (2) the redemption occurs within 120 days of the date of the closing of each such Equity Offering. (b) Except pursuant to paragraphs (a), (d) and (e) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to June 15, 2013. (c) On or after June 15, 2013, the Company may on any one or more occasions redeem the Notes, in whole or in part, 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 June 15 of the years indicated below, 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: Year Percentage 2013 104.9375 % 2014 102.4688 % 2015 and thereafter 100.0000 % 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) The Company may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(c) of this Indenture. (e) At any time prior to June 15, 2013, the Company may on one or more occasions redeem the Notes, in whole or in part, at the Make-Whole Price, plus accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption (subject to the rights of Holders on the relevant record date to receive interest due on the related an interest payment date), if redeemed during the 12-month period commencing date that is on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, or prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings ). (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the amount required to redeem any Securities is contributed to the equity capital provisions of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingSections 3.01 through 3.06 hereof.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Dollar Securities shall not be entitled redeemable at the option of the Company prior to redeem November 15, 2007. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2007 103.875% 2007 103.750 2008 101.875 101.938% 2009 and thereafter 100.000% In addition, prior to June November 15, 20042007, the Company shall be entitled may redeem the Dollar Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days' prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder's registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Dollar Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to November 15, 2006, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Dollar Securities (which includes calculated after giving effect to any issuance of Additional Dollar Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if 1) by the Public Equity Offering is an -------- offering Company or (2) by ParentHoldings or any direct or indirect parent of Holdings or the Company, a portion of the Net Cash Proceeds equal in each case, to the amount required to redeem any Securities is extent the net cash proceeds thereof are contributed to the common equity capital of the CompanyCompany or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 107.75% of the principal amount thereof plus, accrued and unpaid interest, to 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 payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Dollar Securities (which includes calculated after giving effect to any issuance of Additional Dollar Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June December 15, 20062009, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 December 15th of the years set forth below: Redemption Period Price ------ ------------------- ---------- 2006 105.6252009 104.18750% 2007 103.750 2008 101.875 2009 2010 102.79167% 2011 101.39583% 2012 and thereafter 100.000100.00000% In addition, prior to June December 15, 20042007, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4108.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that that, if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds net cash proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering. Prior to December 15, 2009, the Company shall be entitled at its option to redeem all or any portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest 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).

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled to redeem redeemable at the Securities at its option of the Company prior to June January 15, 2006. On and after June 15, 2006Thereafter, the Company shall Securities will be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued interest 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 interest, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June January 15 of the years set forth below: Redemption Period Year Price ------ ---------- ---------------------------------------------------------------- 2006 105.625105.188% 2007 103.750 103.458% 2008 101.875 101.729% 2009 and thereafter 100.000% In addition, at any time and from time to time prior to June January 15, 2004, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings (which includes Additional Securities1) by the Company, if any(2) originally issued Tritel, Inc. or (3) by Holdings to the extent that the proceeds thereof are contributed to the Company, at a redemption price (expressed as a percentage equal to 110.375% of the principal amount) of 111 1/4%, plus accrued and unpaid interest to amount on the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, -------- however, that (1) that, after giving effect to any such redemption at least 65% of such the ------- original aggregate principal -------- ------- amount of the Securities (which includes Additional Securitiesremains outstanding. In addition, any such redemption shall be made within 180 days of such Equity Offering upon not less than 30 nor more than 60 days' notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. At any time on or prior to January 15, 2006, the Securities may be redeemed as a whole but not in part at the option of the Company, upon not less than 30 or 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 thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if any) remains outstanding immediately after , to, the occurrence redemption date, subject to the right of each such redemption (other than Securities held, directly or indirectly, by Holders on the Company or its Affiliates); and (2) each such redemption occurs within 90 days after relevant record date to receive interest due on the date of the related Public Equity Offeringrelevant interest payment date.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem May 15, 2008. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' notice’ prior notice delivered electronically or by first-class mail to each Holder’s registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to 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 payment date), if redeemed during the twelve-month period commencing on May 15 of the years set forth below: 2008 102.000% 2009 101.000% 2010 and thereafter 100.000% In addition, prior to May 15, 2008, the Company may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice electronically delivered or mailed by first-class mail to each Holder’s registered address, at a redemption date) price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date). Notwithstanding the foregoing, if redeemed during the 12-month period commencing at any time and from time to time on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, or prior to June May 15, 20042008, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued 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 equity 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 amountamount thereof) of 111 1/4%100% plus a premium (expressed as a percentage of principal amount thereof) equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 6550% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice electronically delivered or mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion of such Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the next paragraph, the Company Securities shall not be entitled redeemable at the option of the Company prior to redeem October 15, 2001. Thereafter, the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeredeemable, at the Company's option, in whole or in part, at any time or from time to time at the following redemption prices (expressed in percentages of principal amount), on the redemption date) 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 relevant interest payment date), if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625Percentage ---------------------- ----------- 2001 105.188% 2007 103.750 2008 101.875 2009 Period Percentage ---------------------- ----------- 2002 102.594% 2003 and thereafter 100.000% In addition, at any time and from time to time prior to June October 15, 20041999, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Securities with the Securities (proceeds of one or more Equity Offerings following which includes Additional Securitiesthere is a Public Market, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 110.375% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) either at least 65% of such $18.0 million aggregate principal -------- ------- amount of Securities must remain outstanding after each such redemption or such redemption must retire the Securities in their entirety. Notwithstanding the preceding two paragraphs, the Company will not be permitted to redeem the Existing Securities unless, substantially concurrently with such redemption, the Company redeems an aggregate principal amount of Securities (rounded to the nearest integral multiple of $1,000) equal to the product of: (1) a fraction, the numerator of which includes Additional Securities, if any) remains 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 after the occurrence of each prior to such proposed redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each the aggregate principal amount of Securities outstanding immediately prior to such proposed redemption. Similarly, the Company will not be permitted to redeem the Securities 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) a fraction, the numerator of which is the aggregate principal amount of Securities to be so redeemed and the denominator of which is the aggregate principal amount of Securities outstanding immediately prior to such proposed redemption occurs within 90 days after and (2) the date aggregate principal amount of the related Public Equity OfferingExisting Securities outstanding immediately prior to such proposed redemption.

Optional Redemption. (a) Except as set forth belowin clause (b) of this Section 3.07, the Notes shall not be redeemable at the Company’s option prior to December 1, 2007. On or after December 1, 2007, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to may redeem all or a portion part of the Securities upon not less than 30 nor more than 60 days' noticeNotes, at once or over time, after giving the notice required pursuant to Section 3.03 hereof, at the redemption prices (expressed in as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption datedate (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on December 1 of the years indicated below: 2007 104.375 % 2008 102.188 % 2009 and thereafter 100.000 % (b) At any time prior to December 1, 2006, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price (expressed as a percentage of principal amount) of 108.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the related interest payment daterelevant Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such the aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) the Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, excluding Notes held by the Company or and its AffiliatesSubsidiaries); and (2) each such the redemption occurs within 90 60 days after of the date of the related closing of such Public Equity Offering. (c) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 20062007. On and after June 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Period Redemption Period ------ Price ------ ---------- 2006 105.6252007 104.188% 2007 103.750 2008 101.875 102.792% 2009 101.396% 2010 and thereafter 100.000% In addition, prior to June 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to the redemption date at a redemption price (expressed as a percentage of principal amount) of 111 1/4%108.375%%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering. Prior to June 15, 2007, the Company may at its option redeem all (but not less than all) the Securities (which includes the Additional Securities, if any) at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date, plus (3) the Applicable Premium at the redemption date.

Optional Redemption. Except as set forth belowin the next three paragraphs, the Company shall Securities may not be entitled to redeem the Securities at its option redeemed prior to June 15, 20062016. On and after June 15, 2006that date, the Company shall be entitled at its option to may redeem all or a portion of the Securities in whole at any time or in part from time to time upon not less than 30 nor more than 60 days' notice, notice at the following redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 commencing on beginning June 15 15, of the years year set forth below: Redemption Period Price ------ ---------- 2006 105.625below 2016 106.656% 2007 103.750 2008 101.875 2009 2017 104.438% 2018 102.219% 2019 and thereafter 100.000% In addition, at any time and from time to time prior to June 15, 2004, 2016 the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes including the original principal amount of any Additional Securities) with the proceeds of one or more Qualified Equity Offerings, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 108.875% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelated interest payment date); provided, however, that (1i) at least 65% of such the aggregate principal -------- ------- amount of the Securities (which includes including the original principal amount of any Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities and be held, directly or indirectly, by Persons other than the Company or and its Affiliates); , after each such redemption and (2ii) each such redemption occurs within 90 180 days after the date of the related Public Qualified Equity Offering. Prior to June 15, 2016, the Company shall be entitled at its option to redeem at any time and from time to time, in whole or in part, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest 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). In addition, Securities may be redeemed, at the option of the Company, at any time as a whole but not in part, on not less than 30 nor more than 60 days' notice, at 100% of the principal amount thereof, plus accrued and unpaid interest 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), in the event the Company or the Subsidiary Guarantors or the Pledgors, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Securities, any Additional Amounts as a result of a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any jurisdiction in which the Company, any Subsidiary Guarantor or any Pledgor (including any successor entity) is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (including the jurisdiction of each paying agent) (or any political subdivision or taxing authority thereof or therein) (a "Relevant Taxing Jurisdiction"), or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Issue Date and the Company, the Subsidiary Guarantors or the Pledgors, as the case may be, cannot avoid such obligations by taking reasonable steps to avoid them; provided, however, that (a) no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company, the Subsidiary Guarantors or the Pledgors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Securities or the Subsidiary Guarantee were then due, and (b) at the time any such redemption notice is given, such obligation to pay Additional Amounts must remain in effect. Prior to any such redemption of the Securities, the Company shall deliver to the Trustee or any paying agent an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred.

Optional Redemption. (a) Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15____________ _____, 20062007. On and after June 15, 2006[third anniversary from Issue Date]. Thereafter, the Company shall be entitled at its have the option to redeem all or a portion part of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of principal amount, on the redemption date) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-twelve month period commencing beginning on June 15 [July 15] of the years set forth indicated below: Year Redemption Period Price ------ ---------- 2006 105.625---- ---------------- 2007 105.0% 2007 103.750 2008 101.875 102.5% 2009 101.25% 2010 and thereafter 100.000% In addition100% (b) Notwithstanding the provisions of Section 3.01(a), at any time after the date hereof, on or prior to June 15______ __, 2004, 2007 [third anniversary of Issue Date] the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage equal to 110% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, date with the net cash proceeds from at one or more underwritten public offerings of common stock of the Company (a "Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the CompanyOffering"); provided, however, that that: (1) at At least 6550% of such the aggregate principal -------- ------- amount of the Securities (which includes Additional Securities, if any) originally issued remains outstanding immediately after the occurrence of each such redemption (other than excluding the Securities held, directly or indirectly, held by the Company or any of its AffiliatesSubsidiaries); and and (2) each The redemption occurs within 90 days of the date of the closing of such Public Equity Offering. (c) Notwithstanding the provisions of Section 3.01(a), at any time after the date hereof, on or prior to ________, 2007 [third anniversary of Issue Date], if the Company or a Restricted Subsidiary consummates any Asset Disposition pursuant to which the aggregate amount of Net Available Cash exceeds $25.0 million, the Company shall have the option to redeem up to the maximum principal amount of Securities that may be purchased out of the Net Available Cash at an offer price in cash in an amount equal to 110% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such redemption; provided that the redemption occurs within 90 days after the date of the related Public Equity Offeringclosing of the Asset Disposition.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June February 15, 20062026. On and or after June February 15, 20062026, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeshall be redeemable at the option of the Company, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June February 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252026 101.875% 2007 103.750 2008 101.875 2009 2027 101.250% 2028 100.625% 2029 and thereafter 100.000% In addition, at any time prior to June February 15, 20042024, the Company shall be entitled may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities (which includes calculated after giving effect to the issuance of Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4equal to 103.750%, plus 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), with the net cash proceeds Net Cash Proceeds from one or more Public Qualified Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 6560% of such aggregate principal -------- ------- amount of the Securities (which includes calculated after giving effect to the issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 ninety (90) days after the date of the related Public Qualified Equity Offering. Prior to February 15, 2026, the Company may at its option redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities, plus the Applicable Premium as of, and accrued and unpaid interest 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).

Optional Redemption. Except as set forth belowThe Notes are not redeemable prior to November 15, 2002. Thereafter, the Company shall not Notes will be entitled subject to redeem redemption at the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities Issuers, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of principal amount) set forth below, on plus accrued and unpaid interest thereon, if any, to the applicable redemption date) 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 commencing beginning on June November 15 of the years set forth indicated below: Redemption Period Price ------ YEAR PERCENTAGE ---- ---------- 2006 105.6252002 104.8125% 2007 103.750 2008 101.875 2009 2003 103.2083% 2004 101.6042% 2005 and thereafter 100.000% In additionNotwithstanding the foregoing, prior to June at any time on or before November 15, 20042000, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued Notes at a redemption price (expressed as a percentage of 109.625% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest thereon to the redemption date, with the net cash proceeds from one or more of a Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offering; provided, however, that (1) at least 65% of such the aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains Notes originally issued shall be outstanding immediately after the occurrence of each such redemption; provided further, that such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs shall occur within 90 120 days after of the date of the related closing of such Public Equity Offering; provided further, that in the event of a Public Equity Offering by the Master Partnership, the Master Partnership contributes to the capital of the Company the portion of the net cash proceeds of such Public Equity Offering necessary to pay the aggregate redemption price (plus accrued and unpaid interest thereon to the redemption date) of the Notes to be redeemed.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled redeemable at the option of the Issuers prior to redeem May 15, 2003. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days' days prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest (if any) to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June May 15 of the years set forth below: Redemption Period Year Price ------ ---------- ----------------------------------------------------------- 2003 105.000% 2004 103.333% 2005 101.667% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June May 15, 20042001, the Company shall be entitled at its option on one or more occasions Issuers may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities) with the proceeds of one or more Public Equity Offerings by the Company or Parent following which there is a Public Market, if any) originally issued at a redemption price (expressed as a percentage equal to 110% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each outstanding. Any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each shall be made within 60 days of such redemption occurs within 90 days after the date of the related Public Equity OfferingOffering upon not less than 30 nor more than 60 days, notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth belowbelow and in paragraph 6, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June May 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities (which includes Additional Securities, if any) upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June May 15 of the years set forth below: Redemption Period Price REDEMPTION PERIOD PRICE ------ ---------- 2006 105.6252007 105.750% 2007 103.750 2008 101.875 102.875% 2009 and thereafter 100.000% In addition, prior to June May 15, 20042006, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4111.500%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds received by the Company from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentOfferings; PROVIDED, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15February 1, 20062008. On and after June 15February 1, 20062008, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 February 1 of the years set forth below: Redemption Period Price REDEMPTION PERIOD PRICE ------ ---------- 2006 105.6252008 105.375% 2007 103.750 2008 101.875 2009 103.583% 2010 101.792% 2011 and thereafter 100.000% In additionPrior to February 1, prior to June 15, 20042006, the Company shall be entitled may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.75%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Euro Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 20062008. On and after June 15, 2006Thereafter, the Company Euro Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625D-5 YEAR REDEMPTION PRICE ---- ---------------- 2008 104.500% 2007 103.750 2008 101.875 2009 103.000% 2010 101.500% 2011 and thereafter 100.000% In addition, prior to June November 15, 20042008, the Company shall be entitled may redeem the Euro Securities, at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days' prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder's registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Euro Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to November 15, 2006, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Euro Securities (which includes calculated after giving effect to any issuance of Additional Euro Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued by the Company or (2) by Holdings or any direct or indirect parent of Holdings or the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage equal to 109.000% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with date (subject to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion right of the Net Cash Proceeds equal Holders of record on the relevant record date to receive interest due on the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Euro Securities (which includes calculated after giving effect to any issuance of Additional Euro Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except The Securities will be redeemable, at the Company's option, in whole at any time or in part from time to time, on and after November 15, 1999 at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the twelve-month period commencing on November 15 of the year set forth belowbelow (but not including the date of maturity), plus, in each case, accrued interest thereon to the date of redemption: Year Percentage ---- ---------- 1999........................ 110% 2000........................ 105% Notwithstanding the foregoing, at any time on or prior to November 15, 1999, the Company shall not be entitled may redeem up to redeem an aggregate of 35% of the original principal amount of Securities at its option a redemption price of 112.75% of the original principal amount thereof, plus accrued and unpaid interest thereon, to the redemption date with the net proceeds of any Public Equity Offering; provided that at least 65% -------- in aggregate of the original principal amount of Securities remain outstanding immediately after the occurrence of such redemption; and provided, further, that -------- ------- such redemption occurs within 90 days of the date of the closing of such Public Equity Offering. In addition, prior to June November 15, 2006. On and after June 15, 20061999, the Company shall Notes will be entitled redeemable at its option the Company's option, in whole or in part, at any time or from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days' noticeprior notice mailed by first-class mail to each Holder's registered address, at the a redemption prices price (expressed in percentages as a percentage of principal amount, on the redemption date) plus accrued interest equal to the sum of the principal amount of such Notes plus the applicable Make-Whole Premium thereon at the time of redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on to the related relevant interest payment date), if redeemed during . The following definitions are used to determine the 12-month period commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.applicable Make- Whole Premium:

Optional Redemption. Except as set forth belowdescribed in this Section 7, the Company shall Securities are not be entitled to redeem the Securities at its option prior to redeemable until June 15, 20062008. On and after June 15, 20062008, the Company shall be entitled at its option to may redeem all or or, from time to time, a portion part of the Securities upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices following Redemption Prices (expressed in percentages as a percentage of principal amount, on the redemption date) plus accrued and unpaid interest on the Securities, 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 related interest payment daterelevant Interest Payment Date), if redeemed during the 12twelve-month period commencing beginning on June 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252008 103.75 % 2007 103.750 2008 2009 101.875 2009 % 2010 and thereafter 100.000100.00 % In addition, prior Prior to June 15, 20042007, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from Net Cash Proceeds of one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, at a portion redemption price of 107.5% of the Net Cash Proceeds equal principal amount thereof, plus accrued and unpaid interest, if any, to the amount required to redeem any Securities is contributed Redemption Date (subject to the equity capital right of Holders of record on the Companyrelevant record date to receive interest due on the relevant interest payment date); provided, however, that provided that (1) at least 65% of such aggregate the original principal -------- ------- amount of the Securities remains outstanding after each such redemption; and (which includes Additional Securities2) the redemption occurs within 60 days after the closing of such Public Equity Offering. If the optional redemption date is on or after an interest record date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Securities is registered at the close of business, on such record date, and no additional interest will be payable to holders whose Securities will be subject to redemption by the Company. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not so listed, then on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate (and in such manner as complies with applicable legal requirements) remains outstanding immediately provided that (i) Securities and portions thereof that the Trustee selects shall be in amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the occurrence of each such Redemption Date, interest will cease to accrue on Securities or portions thereof called for redemption (other than Securities held, directly or indirectly, by as long as the Company has deposited with the Trustee or its Affiliates); with a Paying Agent (or, if applicable, segregated and (2held in trust) each money sufficient to pay the Redemption Price of, and accrued interest on, all the Securities which are to be redeemed on such redemption occurs within 90 days after the date of the related Public Equity Offeringdate.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 20062007. On and after June 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Period Redemption Period ------ Price ------ ---------- 2006 105.6252007 104.188% 2007 103.750 2008 101.875 102.792% 2009 101.396% 2010 and thereafter 100.000% In addition, prior to June 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to the redemption date at a redemption price (expressed as a percentage of principal amount) of 111 1/4108.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering. Prior to June 15, 2007, the Company may at its option redeem all (but not less than all) the Securities (which includes the Additional Securities, if any) at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date, plus (3) the Applicable Premium at the redemption date.

Optional Redemption. Except as set forth below(a) The Company, the Company shall not be entitled to at its option, may redeem the Securities Notes, in whole or in part, at its option prior any time and from time to June 15, 2006. On and time on or after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, 2008 at the redemption prices (expressed in as percentages of principal amount), on the redemption date) set forth below, plus accrued and unpaid interest thereon, if any, and Additional 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 related relevant interest payment date), if redeemed during the 12-twelve month period commencing beginning on June 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252008 105.563 % 2007 103.750 2008 101.875 2009 102.781 % 2010 and thereafter 100.000% 100.000 % (b) In addition, at any time and from time to time on or prior to June 15, 20042007, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities Notes (which includes calculated after giving effect to the original issuance of Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by ParentOfferings, at a portion redemption price in cash equal to 111.125% of the Net Cash Proceeds equal principal amount thereof, plus accrued and unpaid interest thereon, if any, and Additional Interest, if any, to the amount required to redeem any Securities is contributed date of redemption (subject to the equity capital right of Holders of record on the Companyrelevant record date to receive interest due on the relevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of Securities the Notes (which includes calculated after giving effect to the issuance of Additional SecuritiesNotes, if any) remains must remain outstanding immediately after the occurrence of giving effect to each such redemption (other than Securities held, directly or indirectly, excluding any Notes held by the Company or any of its AffiliatesSubsidiaries); and (2) each . Notice of any such redemption occurs must be given within 90 60 days after the date of the related Public closing of the relevant Equity Offering. (c) In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part; provided, further, however, that if a partial redemption is made with the net cash proceeds of a Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless such method is otherwise prohibited.

Optional Redemption. Except (a) The Securities will not be redeemable at the option of the Company, except as set forth below. (b) At any time prior to August 15, 2021, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to may redeem all or a any portion of the Securities upon not less than 30 nor more than 60 days' noticeSecurities, at once or over time, after giving the required notice described under Section 7 below, at a redemption prices (expressed in percentages price equal to 100% of the principal amountamount of Securities redeemed plus the Applicable Premium as of, on the redemption date) plus and accrued interest to 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 related relevant interest payment date). (c) On or after August 15, 2021, the Company may redeem all or any portion of the Securities, at once or over time, after giving the required notice described under Section 7 below, at the redemption prices set forth below, 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 following prices are for Securities redeemed during the 12-month period commencing on June August 15 of the years set forth below, and are expressed as percentages of principal amount: Period Redemption Period Price ------ ---------- 2006 105.6252021 102.875% 2007 103.750 2008 101.875 2009 2022 101.917% 2023 100.958% 2024 and thereafter 100.000% In addition, % (d) At any time prior to June August 15, 20042019, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued with the Net Cash Proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of 105.750% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that provided that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and and (2) each such the redemption occurs within 90 days after the date closing of the related Public such Equity Offering.

Optional Redemption. Except as set forth belowin this ------------------- paragraph 5, the Company shall Discount Notes will not be entitled to redeem redeemable at the Securities at its option of Holdings prior to June 15May 1, 20062003. On and after June 15, 2006such date, the Company shall Discount Notes will be entitled redeemable at its the option to redeem all of Holdings, in whole or a portion of the Securities upon not less than 30 nor more than 60 days' noticein part, at any time or from time to time at the following redemption prices (expressed in percentages of principal amount), on the redemption date) plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 May 1 of the years set forth below: Period Redemption Period Price ------ ---------- ---------------- 2003 106.063% 2004 104.042% 2005 102.021% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, at any time and from time to time prior to June 15May 1, 20042001, the Company shall be entitled Holdings may, at its option on one or more occasions option, redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount of Discount Notes with the Securities (proceeds of one or more Public Equity Offerings received by, or invested in, Holdings, following which includes Additional Securitiesthere is a Public Market, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 112.125% plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest and Liquidated Damages, if any, due on the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at -------- ------- least 65% of such aggregate the original principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains the Discount Notes must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offeringredemption.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Euro Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June January 15, 20062014. On and after June 15, 2006Thereafter, the Company Euro Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' ’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June January 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252014 105.156 % 2007 103.750 2008 101.875 2009 2015 103.438 % 2016 101.719 % 2017 and thereafter 100.000100.000 % In addition, at anytime prior to June January 15, 20042014, the Company shall be entitled may redeem the Euro Securities, at its option on one option, in whole at any time or more occasions in part from time to redeem Securities (which includes Additional Securities, if any) in an aggregate time at a redemption price equal to 100% of the principal amount not of the Euro Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2014, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Euro Securities (which includes calculated after giving effect to any issuance of Additional Euro Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings or any direct or indirect parent of Holdings or the Company, if anyin each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) originally issued of the Company from it, at a redemption price (expressed as a percentage equal to 106.875% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest to the redemption date, with date (subject to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion right of the Net Cash Proceeds equal Holders of record on the relevant record date to receive interest due on the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 6550% of such the original aggregate principal -------- ------- amount of the Euro Securities (which includes calculated after giving effect to any issuance of Additional Euro Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. In connection with the redemption of Euro Securities with the proceeds of an Equity Offering, any such redemption may, at the Company’s discretion, be conditioned upon completion of the related Public Equity Offering.

Optional Redemption. Except as set forth below, the Company Issuer shall not be entitled to redeem the Securities at its option prior to June August 15, 20062005. On and after June August 15, 20062005, the Company Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June August 15 of the years set forth below: Redemption Period Price ------ ---------- 2005 106.125% 2006 105.625% 104.083 2007 103.750 102.042 2008 101.875 2009 and thereafter 100.000% In addition, prior to June August 15, 20042003, the Company Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4112.25%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds contributed to the Issuer from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company Issuer or its Affiliates); and (2) each such redemption occurs within 90 60 days after the closing date of the related Public Equity Offering.

Optional Redemption. Except as set forth belowAfter January 1, 2011, the Company shall not be Issuers are entitled to redeem the Securities at its option prior all or, from time to June 15time, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of then outstanding principal amount, amount on the redemption date) ), plus accrued interest interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June 15 January 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252011 108.000% 2007 103.750 2008 101.875 2009 2012 104.000% 2013 and thereafter 100.000% In additionPrior to January 1, prior to June 15, 20042011, the Company shall be Issuers are entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the originally issued aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued Notes at a redemption price (expressed as a percentage of then outstanding principal amountamount on the redemption date) of 111 1/4116.0%, plus accrued and unpaid interest interest, if any, to (but excluding) the redemption date (subject to the redemption 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 from one or more Public Equity Offerings by the Company or the Parent (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is extent the net proceeds thereof are contributed to the equity capital of the CompanyCompany (other than in the form of Disqualified Stock) or are used to purchase Capital Stock of the Company (other than Disqualified Stock)); provided, however, that that (1) at least 65% of such the originally issued aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Notes remains outstanding immediately after the occurrence of each such redemption (other than Securities Notes held, directly or indirectly, by the Company Issuers or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.and

Optional Redemption. Except as set forth belowin the following two paragraphs, the Company Dollar Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June November 15, 20062007. On and after June 15, 2006Thereafter, the Company Dollar Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount), on the redemption date) plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June November 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625YEAR REDEMPTION PRICE ---- ---------------- 2007 103.875% 2007 103.750 2008 101.875 101.938% 2009 and thereafter 100.000% In addition, prior to June November 15, 20042007, the Company shall be entitled may redeem the Dollar Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days' prior notice mailed by first-class mail to redeem Securities (which includes Additional Securitieseach Holder's registered address, if any) in an aggregate at a redemption price equal to 100% of the principal amount not of the Dollar Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to exceed the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to November 15, 2006, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Dollar Securities (which includes calculated after giving effect to any issuance of Additional Dollar Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) originally issued by the Company or (2) by Holdings or any direct or indirect parent of Holdings or the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage equal to 107.75% of the principal amount) of 111 1/4%, amount thereof plus accrued and unpaid interest to the redemption date, with date (subject to the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion right of the Net Cash Proceeds equal Holders of record on the relevant record date to receive interest due on the amount required to redeem any Securities is contributed to the equity capital of the Companyrelevant interest payment date); provided, however, that (1) at least 65% of such the original aggregate principal -------- ------- amount of the Dollar Securities (which includes calculated after giving effect to any issuance of Additional Dollar Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2) each provided, further, that such redemption occurs shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.

Optional Redemption. Except as set forth belowin this paragraph, the Securities will not be redeemable at the option of the Company prior to [ ], 2003. At any time and from time to time prior to [ ], 2001, the Company shall not be entitled may redeem in the aggregate up to redeem the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion 35% of the original principal amount of Securities upon not less than 30 nor with the proceeds of one or more than 60 days' noticeStock Offerings to the extent the net cash proceeds thereof, in the case of a Stock Offering by DRI, are contributed to the equity capital of the Company, at the a redemption prices price (expressed in percentages as a percentage of principal amount, on the redemption date) of [ ]% 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 relevant interest payment date); provided, however, that (i) either at least $81.0 million aggregate principal amount of Securities must remain outstanding after each such redemption or such redemption must retire the Securities in their entirety and (ii) such redemption occurs within 60 days following the closing of such Stock Offering. On and after [ ], 2003, the Securities shall be redeemable, at the Company's option, in whole or in part, at any time or 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 [ ] of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.:

Optional Redemption. Except as set forth below(a) The Securities will be subject to redemption, in whole or in part, at the Company shall not be entitled to redeem option of the Securities Company, at its option prior to June any time on or after May 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice2002, at the redemption prices (expressed in as percentages of principal amount, on the redemption date) set forth below 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 12-12 month period commencing beginning on June May 15 of the years set forth indicated below: Redemption Period Price ------ Year Percentage ---- ---------- 2006 105.6252002...................................... 105.750% 2007 103.750 2008 101.875 2009 2003...................................... 102.875% 2004 and thereafter thereafter....................... 100.000% % (b) In addition, at any time prior to June May 15, 20042001, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the sum of (x) the aggregate principal amount of the Securities issued on the Issue Date plus (which includes Additional Securitiesy) the aggregate principal amount of any additional Securities issued after the Issue Date pursuant to this Indenture, if any) originally issued with the proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) of 111 1/4%, 111.5% plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the sum of (x) the aggregate principal -------- ------- amount of Securities issued on the Issue Date plus (which includes Additional Securities, if anyy) the aggregate principal amount of any additional Securities issued after the Issue Date pursuant to this Indenture remains outstanding immediately after any such redemption. In order to effect the occurrence foregoing redemption with the proceeds of each any Equity Offering, the Company shall make such redemption (other not more than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 120 days after the date consummation of the related Public any such Equity Offering.

Optional Redemption. Except as set forth The Securities will be redeemable, at the option of the Company, on or after March 1, 2009. During the 12-month period beginning on March 1 of the years indicated below, the Company shall not Securities will be entitled to redeem redeemable, at the Securities at its option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Company, in whole or in part, on at least 30 but not less than 30 nor more than 60 days' noticenotice to each Holder of Securities to be redeemed, at the redemption prices (expressed in as percentages of the principal amount) set forth below, on plus any accrued and unpaid interest and Additional Interest, if any, to the redemption date) 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 commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625-------------- -------------- 2009 104.938% 2007 103.750 2008 101.875 2009 2010 103.292% 2011 101.646% 2012 and thereafter 100.000% In addition, prior to June 15at any time on or before March 1, 20042007, the Company shall be entitled at its option on one or more occasions may (but will not have the obligation to) redeem for cash up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes including the original aggregate principal amount of any Additional Securities, if anySecurities issued under the Indenture) originally issued at a redemption price (expressed as a percentage of 109.875% of the principal amount) of 111 1/4%amount thereof, in each case plus any accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, with the net cash proceeds from one or more Public of an Equity Offerings (Offering; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the original principal amount of the Securities (including the original aggregate principal -------- ------- amount of any Additional Securities (which includes Additional Securities, if anyissued under the Indenture) remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs will occur within 90 60 days after of the date of the related Public closing of such Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Company Securities shall not be entitled to redeem redeemable at the Securities at its option of the Company prior to June April 15, 20062024. On and after June April 15, 20062024, the Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 10 nor more than 60 days' ’ notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June April 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252024 102.563 % 2007 103.750 2008 101.875 2009 2025 101.281 % 2026 and thereafter 100.000100.000 % In addition, any time prior to June April 15, 20042024, the Company shall be entitled at its option on one or more occasions to redeem the Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4105.125%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the redemption 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 from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)one or more Qualified Equity Offerings; provided, however, that (1a) at least 6555% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2b) each such redemption occurs within 90 180 days after the date of the related Public Qualified Equity Offering. Prior to April 15, 2024, the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first class mail to each Holder’s registered address, not less than 10 nor more than 60 days prior to the redemption date. The Company may, at its option and at any time, redeem the Securities at 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), following the consummation of a Change of Control if at least 90% of the Securities outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control. Any redemption or notice of redemption may, at the Company’s option and discretion, be subject to one or more conditions precedent, including the consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) or that 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 Company in its sole discretion) by the redemption date as stated in such notice, or by the redemption date as so delayed. The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June 15, 2006Securities. On and after June 15April 1, 20062008, the Company shall be entitled at its option to redeem all or a portion of the Securities (which includes Additional Securities, if any) upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June 15 April 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15April 1, 20042006, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4110.50%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds received by the Company from one or more Public Qualified Equity Offerings (provided that PROVIDED that, if the Public Qualified Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Qualified Equity Offering.

Optional Redemption. (a) Except as set forth belowin Sections 3.06(b), (c) and (d), the Securities are not redeemable before May 1, 2020. On or after May 1, 2020, the Company shall not be entitled to may redeem the Securities at its option prior to June 15option, 2006. On and after June 15in whole or in part, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice’ notice to the Holders (with a copy to the Trustee) (except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture), at the following redemption prices (expressed in as percentages of the principal amountamount thereof), on the redemption date) plus accrued and unpaid interest to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12twelve-month period commencing on June 15 May 1 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625Year Percentage 2020 107.219 % 2007 103.750 2008 101.875 2009 2021 103.609 % 2022 and thereafter 100.000% 100.000 % (b) In addition, at any time, or from time to time, on or prior to June 15May 1, 20042020, the Company shall be entitled entitled, at its option on option, to use an amount equal to the net cash proceeds of one or more occasions Equity Offerings to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not up to exceed 3540% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued under this Indenture at a redemption price (expressed as a percentage of 109.625% of the principal amount) of 111 1/4%, amount thereof plus accrued and unpaid interest thereon, if any, to but excluding the date of redemption (subject to the redemption 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 from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that provided that: (1) at least 6560% of such the aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) originally issued under this Indenture remains outstanding immediately after the occurrence of each any such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and and (2) each the Company makes such redemption occurs within 90 not more than 150 days after the date consummation of the related Public any such Equity Offering. (c) If, in connection with a Change of Control Offer in accordance Section 4.08, Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw their Securities in such Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as set forth under Section 4.08, purchases all of the Securities validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior written notice to the Holders (with a copy to the Trustee), given not more than 30 days following such purchase pursuant to the Change of Control to redeem all Securities that remain outstanding following such purchase at a price in cash equal to the Change of Control Payment. (d) Prior to May 1, 2020, the Company shall be entitled at its option to redeem some or all of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. (a) Except as set forth belowin subparagraphs (b) and (c) of this Paragraph 5, the Company shall will not be entitled have the option to redeem the Securities at its option prior to June 15March 1, 20062007. On and after June 15March 1, 20062007, the Company shall be entitled at its option to may redeem all or a portion or, from time to time, part of the Securities upon not less than 30 nor more than 60 days' noticeSecurities, at the following redemption prices (expressed in percentages as a percentage of principal amount, on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing beginning on June 15 March 1 of the years set forth below: Redemption Period Price ------ YEAR PERCENTAGE ---- ---------- 2006 105.6252007 105.375% 2007 103.750 2008 101.875 102.688% 2009 and thereafter 100.000% In addition, prior to June 15, 2004% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, the Company shall be entitled at its option may on any one or more occasions redeem up to redeem Securities (which includes 35% of the original principal amount of the Securities, including the Additional Securities, if any) in an aggregate principal amount not to exceed 35% , with the Net Cash Proceeds of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued one or more Equity Offerings at a redemption price (expressed as a percentage of 110.75% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest interest, if any, to the redemption date, with the net cash proceeds from one or more Public Equity Offerings date (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal subject to the amount required right of Holders of record on the relevant record date to redeem any Securities is contributed to receive interest due on the equity capital of the Companyrelevant interest payment date); provided, however, that that: (1) at least 65% of such the original aggregate principal -------- ------- amount of Securities (which includes the Securities, including the Additional Securities, if any) , remains outstanding immediately after each such redemption; and (2) the redemption occurs within 60 days after the closing of such Equity Offering. (c) At any time on or prior to March 1, 2007, the Company (or a third party) may redeem the Securities as a whole as its (or their) option upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice, but in no event upon more than 90 days after the occurrence of the Change of Control, mailed by first class mail to each such holder's registered address, at a redemption (other than Securities heldprice equal to 100% of the principal amount thereof plus the Applicable Premium as of, directly or indirectlyand accrued and unpaid interest, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after if any, to the date of redemption, subject to the related Public Equity Offeringright of holders of record on the relevant record date to receive interest due on the relevant interest payment date.

Optional Redemption. Except as set forth below, the Company shall The Securities are not be entitled to redeem the Securities at its option redeemable prior to June 15November 1, 20062008. On and after June 15November 1, 20062008, the Company shall be entitled may, at its option option, redeem the Securities in whole at any time or in part from time to redeem all or a portion time, on any date prior to the Stated Maturity of the Securities upon at least 30 days' notice and not less than 30 nor more than 60 days' noticenotice given in the manner set forth in Section 4.4, at a redemption price (the redemption prices (expressed in percentages of principal amount, on the redemption date"Optional Redemption Price") plus accrued interest equal to the redemption date sum of (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 commencing on June 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if anyi) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities to be redeemed plus (which includes Additional Securitiesii) interest (and Liquidated Damages, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4%accrued but unpaid to, but excluding the Redemption Date, plus accrued and unpaid interest to (iii) the redemption date, with the net cash proceeds from one or more Public Equity Offerings (Redemption Premium; provided that such redemption may only occur if (x) on the Public Equity Offering is an -------- offering by Parentdate that the Company gives such notice, a portion the Closing Price Per Share for at least 20 Trading Days of the Net Cash Proceeds equal 30 consecutive Trading Days immediately preceding such date is at least 150% of the Conversion Price then in effect, appropriately adjusted to take into account the amount required to redeem occurrence, during such 30 Trading Day period, of any event described in Section 13.3 and (y) on the date that the Company delivers such Company Notice through the date of redemption, the Common Stock issuable upon conversion of the Securities is contributed to the equity capital of the Company); provided, however, that either (1) at least 65% covered by a registration statement covering resales thereof that is effective and available for use and is expected to remain effective and available for use for the 30 days following the date of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly notice or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after eligible to be resold by non-affiliates pursuant to Rule 144(k) under the date Securities Act. Each Holder who elects to convert Securities pursuant to the provisions of Article XIII during a Redemption Conversion Period shall be entitled to receive the Redemption Premium in respect of the related Public Equity OfferingSecurities so converted as provided in Section 6.1.

Optional Redemption. Except as set forth below, the (a) The Company shall not be entitled to redeem the Securities at its option may on any one or more occasions on or prior to June 15February 7, 2006. On and after June 15, 2006, the Company shall be entitled at its option 2013 redeem up to redeem all or a portion 35% of the Securities aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days' prior notice, at a redemption price of 110.50% of the redemption prices (expressed in percentages of principal amountamount thereof, on the redemption date) plus accrued and unpaid interest to the redemption date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during ) with the 12-month period commencing on June 15 net cash proceeds of the years set forth below: Redemption Period Price ------ ---------- 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% In addition, prior to June 15, 2004, the Company shall be entitled at its option on one or more occasions to redeem Securities Equity Offerings; provided that: (which includes Additional Securities, if any1) in an aggregate principal amount not to exceed 35at least 65% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) 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 (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On or after February 8, 2013, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' prior notice, at a the redemption price prices (expressed as a percentage percentages of principal amount) of 111 1/4%set forth below, plus accrued and unpaid interest to the applicable redemption date, with if redeemed during the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion twelve-month period beginning on February 8 of the Net Cash Proceeds equal years indicated below (subject to the amount required rights of Holders of Notes on the relevant record date to redeem any Securities is contributed receive interest due on the relevant interest payment date); Year Percentage ----------------------------------------------------------------- ------------ 2013 105.25% 2014 and thereafter 100.00% (c) Any redemption pursuant to this Section 5 shall be made pursuant to the equity capital provisions of Sections 3.01 through 3.06 of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to June October 15, 20062007. On and after June October 15, 20062007, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount, amount on the redemption date) ), 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 relevant interest payment date), if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252007 106.500% 2007 103.750 2008 101.875 104.333 2009 102.167 2010 and thereafter 100.000% In addition, prior to June October 15, 20042005, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional PIK Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional PIK Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111 1/4113%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount of Securities (which includes Additional PIK Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 60 days after the date of the related Public Equity Offering.

Optional Redemption. (a) Except as set forth belowin subparagraph (b) of this Paragraph 5, the Company shall not be entitled have the option to redeem the Securities at its option Notes prior to June April 15, 20062008. On and after June 15, 2006Thereafter, the Company shall be entitled at its have the option to redeem all the Notes, in whole or a portion of the Securities in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, on if any, thereon to the applicable redemption date) 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 12twelve-month period commencing beginning on June April 15 of the years set forth indicated below: Redemption Period Price ------ YEAR PERCENTAGE ---- ---------- 2006 105.6252008 104.000% 2007 103.750 2008 101.875 2009 102.667% 2010 101.333% 2011 and thereafter 100.000% In addition% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, prior to June 15, 2004(x) following the consummation of the Escrow Corp. Merger, the Company shall be entitled may at any time prior to April 15, 2008, at its option on one option, redeem the Notes, in whole or more occasions to redeem Securities (which includes Additional Securitiesin part, at the Make-Whole Price, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date and (y) in an aggregate principal amount not at any time prior to exceed April 15, 2006 and after the consummation of the Escrow Corp. Merger, the Company may redeem up to 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) originally issued Indenture at a redemption price (expressed as a percentage of 108.000% of the principal amount) of 111 1/4%amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, with the net cash proceeds from of one or more Public Equity Offerings (provided that that, if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any Securities such Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); provided, however, provided that (1a) at least 65% of such the aggregate principal -------- ------- amount of Securities (which includes Additional Securities, if any) Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption pursuant to this clause (other than Securities held, directly or indirectly, y) (excluding Notes held by the Company or its Affiliates); ) and (2b) each such redemption occurs shall occur within 90 120 days after of the date of the related Public closing of each such Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraph, the Company shall Securities will not be entitled redeemable at the option of the Company prior to redeem July 15, 2003. Thereafter, the Securities will be redeemable at its the option prior to June 15, 2006. On and after June 15, 2006, the Company shall be entitled at its option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in as percentages of principal amount), on the redemption date) plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the related relevant interest payment date), if redeemed during the 12-month period commencing on June July 15 of the years set forth below: Redemption Period Price ------ ---------- REDEMPTION YEAR PRICE -------------------------------------------------- 2003 106.375% 2004 104.250% 2005 102.125% 2006 105.625% 2007 103.750 2008 101.875 2009 and thereafter 100.000% A1-5 In addition, prior to June July 15, 20042001, the Company shall be entitled may redeem up to a maximum of 34% of the original aggregate principal amount at its option on maturity of the Securities with the proceeds of one or more occasions Public Equity Offerings following which there is a Public Market, at a redemption price equal to redeem Securities (which includes Additional Securities112.75% of the Accreted Value thereof, plus accrued and unpaid interest thereon, if any) in an aggregate principal amount not , to exceed 35the 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, at least 66% of the aggregate principal amount at maturity of the Securities (which includes Additional Securities, if any) originally issued at a Securities remains outstanding. Any such redemption price (expressed as a percentage shall be made within 60 days of principal amount) of 111 1/4%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the such Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal upon not less than 30 nor more than 60 days' notice mailed to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such aggregate principal -------- ------- amount each holder of Securities (which includes Additional Securities, if any) remains outstanding immediately after being redeemed and otherwise in accordance with the occurrence of each such redemption (other than Securities held, directly or indirectly, by procedures set forth in the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity OfferingIndenture.

Optional Redemption. Except as set forth belowin the next two paragraphs, the Company shall Securities may not be entitled to redeem redeemed at the Securities at its Company's option prior to June November 15, 20062002. On and after June 15, 2006Thereafter, the Company shall Securities will be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeCompany, in whole or in part, at the redemption prices (expressed in as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, on if any, to the applicable redemption date) 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 relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on June November 15 of the years set forth indicated below: Redemption Period Price ------ ---------- 2006 105.6252002 105.000% 2007 103.750 2008 101.875 2009 2003 103.333% 2004 101.667% 2005 and thereafter 100.000% In addition, at any time and from time to time, prior to June November 15, 20042000, the Company shall be entitled at its option on one or more occasions may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the sum of (i) the original aggregate principal amount of the Securities (which includes other than Additional Securities, if any) originally issued and (ii) the original aggregate principal amount of any Additional Securities at a redemption price (expressed as a percentage of 110% of the principal amount) of 111 1/4%amount thereof, plus the accrued and unpaid interest and Liquidated Damages 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), with the net cash proceeds from one of a public offering of common stock of the Company or more Public Equity Offerings (Holding; provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1) at least 65% of such the sum of (i) the original aggregate principal -------- ------- amount of Securities (which includes other than Additional Securities, if any) and (ii) the original aggregate principal amount of any Additional Securities remains outstanding immediately after the occurrence of each such redemption; and provided, further, that such redemption (other than shall occur within 60 days of the date of the closing of such public offering. At any time on or prior to November 15, 2002, the Securities held, directly or indirectly, by may be redeemed as a whole but not in part at the option of the Company or its Affiliates); upon the occurrence of a Change of Control, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and (2) each accrued but unpaid interest and Liquidated Damages, if any, to, the redemption date, subject to the right ofHolders on the relevant record date to receive interest due on the relevant interest payment date. In no event may any such redemption occurs within occur more than 90 days after the date occurrence of the related Public Equity Offeringsuch Change of Control.

Optional Redemption. Except as set forth below(a) At any time prior to October 15, 2025, the Company shall not be entitled to may redeem the Securities Notes at its option prior option, in whole or in part, at a redemption price equal to June 15100% of the aggregate principal amount of Notes redeemed plus the Applicable Premium as of, 2006. On and after June 15accrued and unpaid interest, 2006if any, to, but excluding, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' noticeRedemption Date, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the right rights of Holders of record on the relevant record date Regular Record Date to receive interest due on the related relevant Interest Payment Date. (b) On or after October 15, 2025, the Company may redeem the Notes at its option, in whole or in part, at the following redemption prices (expressed, as percentages of the principal amount thereof), plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant Regular Record Date to receive interest payment date)due on the relevant Interest Payment Date, if redeemed during the 12-month period commencing on June October 15 of the years set forth below: Redemption Period Price ------ ---------- 2006 105.6252025 102.063 % 2007 103.750 2008 101.875 2009 2026 101.375 % 2027 100.688 % 2028 and thereafter 100.000% In addition100.000 % (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.03, at any time prior to June October 15, 20042023, the Company shall be entitled may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 3540% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued at a redemption price (expressed expressed, as a percentage of principal amount) of 111 1/4104.125%, plus accrued and unpaid interest to interest, if any, to, but excluding, the redemption dateRedemption Date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company)Offerings; provided, however, that that (1) at least 6560% of such the aggregate principal -------- ------- amount of Securities the Notes (which includes Additional SecuritiesNotes, if any) originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (other than Securities excluding Notes held, directly or indirectly, by the Company or any of its Affiliates); and and (2) each such redemption occurs within 90 days after of the date of the closing of the related Public Equity Offering. (d) Any prepayment pursuant to this Section 3.03 shall be made pursuant to the provisions of Sections 3.01 through 3.02 hereof and applicable sections of Article XI of the Base Indenture.

Optional Redemption. (a) Except as set forth belowin subparagraph (b) of this paragraph 5, the Company shall not be entitled have the option to redeem the Securities at its option Notes pursuant to this Section prior to June September 15, 20062012. On and or after June September 15, 20062012, the Company shall be entitled may redeem the Notes, in whole at its option any time or in part from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days' ’ notice, at the redemption prices (expressed in as percentages of principal amount) set forth below, on plus accrued and unpaid interest and Additional Interest (if any) thereon, to the applicable redemption date) 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 commencing beginning on June September 15 of the years set forth indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Redemption Period Price ------ ---------- 2006 105.6252012 105.313% 2007 103.750 2008 101.875 2009 2013 102.657% 2014 and thereafter 100.000% In addition, % (b) At any time and from time to time on or prior to June September 15, 20042012, the Company shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes issued under the Indenture (which includes calculated after giving effect to any issuance of Additional SecuritiesNotes) 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 to the extent the net cash proceeds of such Equity Offering by such direct or indirect parent company of the Company are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, if any) originally issued at a redemption price (expressed as a percentage of principal amountamount thereof) of 111 1/4110.625%, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the redemption date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the Public Equity Offering is an -------- offering by Parent, a portion of the Net Cash Proceeds equal to the amount required to redeem any Securities is contributed to the equity capital of the Company); provided, however, that (1i) at least 65% of such the original aggregate principal -------- ------- amount of Securities the Notes (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates)redemption; and (2ii) each any such redemption occurs shall occur within 90 days after the date of on which any such Equity Offering is consummated and otherwise in accordance with the related Public Equity Offeringprocedures set forth in the Indenture.