Common use of Redemption Provisions Clause in Contracts

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to ______. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), ; to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ 1/ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures Securities will not be redeemable prior to maturity.] OR [The New Debentures Securities will not be redeemable prior to __________, ____. Thereafter, the New Debentures Securities will be redeemable on not less than 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company GTE, at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesSecurities. The redemption price during the twelve month period beginning ______________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/____ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ , shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Securities are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company GTE by the Purchasers.]] OR [The New Securities may be redeemed on not less than 30 nor more than 60 days notice given as provided in the Indenture, as a whole or from time to time in part, at the option of GTE, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ___ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures Securities will not be redeemable prior to maturity.] OR [The New Debentures Securities will not be redeemable prior to _____( ). Thereafter, the New Debentures new Securities will be redeemable on not less 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company Company, at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The Securities; the redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ 1/ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ , shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Securities are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company GTE by the Purchasers.]

Redemption Provisions. [(a) The New Debentures will Notes are not be redeemable subject to any mandatory sinking fund redemption prior to maturity.] OR [The New Debentures will (b) Except as set forth below in this Section 5, the Notes may not be redeemable redeemed at the option of the Company prior to _____March 1, 2003. ThereafterOn March 1, 2003 and thereafter, the New Debentures Notes will be redeemable on subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice given notice, at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, together with accrued and unpaid interest if any thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of the years indicated below: YEAR PERCENTAGE ------------------------------------------- ---------- 2003....................................... 104.688% 2004....................................... 103.125% 2005....................................... 101.563% 2006 and thereafter........................ 100.000% (c) In addition to the Company's right to redeem the Notes as set forth in Section 5(b), at any time prior to March 1, 2001, the Company may redeem up to 35% of the aggregate principal amount of the Notes outstanding on the Issue Date with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 109.375% of the principal amount thereof, plus accrued and unpaid interest (including Special Interest, if any) to the redemption date; provided that (x) at least $100 million aggregate principal amount of the Notes remains outstanding immediately after the occurrence of such redemption and (y) such redemption occurs within 60 days of the date of the closing of any such Equity Offering. (d) If less than all of the Notes are to be redeemed at any time, selection of the Notes to be redeemed will be made by the Trustee from among the outstanding Notes on a pro rata basis, by lot or by any other method permitted in the Indenture, as a whole or in part, . Notice of redemption will be mailed at the option of the Company at least 30 days but not more than 60 days before the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on date to each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures holder whose Notes are to be initially offered redeemed at the registered address of such holder. On and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasersredemption.]

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to ______. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company Verizon Global Funding at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company Verizon Global Funding by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of Verizon Global Funding, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures Securities will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The applicable to redemptions to and including (the "initial regular redemption price" ") will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The Securities; the redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ 1/ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ , and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ , shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Securities are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesSecurities, the initial public offering price of the New Debentures Securities shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company GTE by the Purchasers.. None of the New Securities may be called for redemption at the option of GTE prior to if such redemption is for the purpose or in anticipation of refunding any New Securities by the application, directly or indirectly, of funds borrowed by GTE at an annual cost of money (calculated in accordance with generally accepted financial practice) less than the annual cost of money to GTE resulting from the sale of the New Securities to the Purchasers. (If Applicable)]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/__ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will (a) Except as set forth in clauses (b), (d) and (e) of this Section 3.01, the Notes are not be redeemable at the Company’s option prior to maturityMarch 1, 2024.] OR [The New Debentures will not be redeemable (b) At any time prior to _____. ThereafterMarch 1, 2024, the New Debentures Notes may be redeemed, in whole or in part, at any time and from time to time, at the option of the Company, 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, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. (c) On and after March 1, 2024, the Notes will be redeemable on not less 30 nor more than 60 days' notice given as provided subject to redemption at the Company’s option, at any time and from time to time, in the Indenture, as a whole or in part, at the option redemption prices (expressed as percentages of the Company at principal amount of the redemption price Notes) set forth below. The "initial regular redemption price" will be the initial public offering price as defined below , plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ accrued and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and unpaid interest, if any, to, but excluding, the date fixed for redemption; and thereafter redemption (any applicable date of redemption hereunder, the redemption prices “Redemption Date”), subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date, if redeemed during the twelve twelve-month periods period beginning ____________ shall be 100on March 1 of the years indicated below. 2024........................................................................... 102.375% 2025........................................................................... 101.188% 2026 and thereafter..................................................... 100.000% (d) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may, at its option, redeem an aggregate principal amount of the Notes not to exceed the net proceeds of one or more Equity Issuances at a redemption price equal to 104.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date; provided, however, that (i) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes, if any) and (ii) at least 50% of the aggregate principal amount of the Notes originally issued on the Issue Date remains outstanding immediately after any such redemption (unless all Notes are redeemed or repurchased substantially concurrently). (e) Notwithstanding the foregoing, in connection with any Change of Control Offer, Alternate Offer, Advance Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such prices Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will be specified have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem (with respect to the nearest 0.01% Company) or if there is no nearest 0.01%, then purchase (with respect to a third party) all Notes that remain outstanding at a price equal to the next higher 0.01%price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date or purchase date. For In determining whether the purpose Holders of determining the redemption prices at least 90% of the New Debentures, the initial public offering price aggregate principal amount of the New Debentures shall be the pricethen outstanding Notes have validly tendered and not validly withdrawn Notes in a Change of Control Offer, expressed in percentage of principal amount (exclusive of accrued interest)Alternate Offer, at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering Advance Offer or Asset Sale Offer, as applicable, Notes owned by an Affiliate of the New Debentures, the initial public offering price of the New Debentures Company shall be deemed to be outstanding for the pricepurposes of such Change of Control Offer, expressed Alternate Offer, Advance Offer or Asset Sale Offer, as applicable. (f) The Company may redeem Notes pursuant to one or more of the relevant provisions in percentage this Indenture, and a single notice of principal amount redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions may have different Redemption Dates or may specify the order in which redemptions taking place on the same Redemption Date are deemed to occur. (exclusive g) The Company, their direct and indirect equityholders, any of accrued interest)its Subsidiaries and their respective affiliates and members of the Company’s management may acquire the Notes by means other than a redemption, to be paid to the Company whether by the Purchaserstender offer, open market purchases, negotiated transactions or otherwise.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _________. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning _________ and during the twelve twelve-month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in as a percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable redeemed prior to _____. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.] OR [The New Notes will not be redeemable prior to ______. Thereafter, the New Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to ______. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _________. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning _________ and during the twelve twelve-month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve- month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in as a percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to ______. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company Verizon Global Funding at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), ; to be paid to the Company Verizon Global Funding by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of Verizon Global Funding, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [(a) The New Debentures will Notes are not be redeemable subject to any mandatory sinking fund redemption prior to maturity.] OR [The New Debentures will (b) Except as set forth below in this Section 5, the Notes may not be redeemable prior to _____. Thereafterredeemed, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided either in the Indenture, as a whole or in part, at the option of the Company prior to June 1, 2003. On June 1, 2003 and thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice to the Holders and the Trustee, at the redemption price prices (expressed as percentages of the principal amount of the Notes) set forth below. The "initial regular , together with accrued and unpaid interest and Liquidated Damages, if any, to the redemption price" will be date (subject to the initial public offering price as defined below plus the rate right of interest Holders of record on the New Debentures. The relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption price date), if redeemed during the twelve twelve-month period beginning ________ on June 1 of the applicable year indicated below: YEAR PERCENTAGE ---- ---------- 2003.................................. 104.938% 2004.................................. 103.292% 2005.................................. 101.646% 2006 and during thereafter................... 100.000% (c) In addition to the twelve month periods beginning Company's right to redeem the Notes as set forth in Section 5(b), from time to time prior to June 1, 2001, the Company may redeem up to 35% of the aggregate principal amount of the Notes outstanding on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular Issue Date at a redemption price by an amount determined by multiplying (a) 1/_ equal to 109.875% of the principal amount by which thereof, in each case plus accrued and unpaid interest and Liquidated Damages, if any, thereon, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; PROVIDED that (i) at least 65% of the principal amount of the Notes originally issued remains outstanding immediately after any such initial regular redemption price exceeds 100% by and (bii) the number of Company effects such full twelve month periods which shall have elapsed between ___________ and redemption within 60 days after the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that Public Equity Offering closes. (d) If less than all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering redeemed at any time, selection of the New Debentures, the initial public offering price of the New Debentures shall be deemed Notes to be redeemed will be made by the priceTrustee from among the outstanding Notes on a PRO RATA basis, expressed by lot or by any other method permitted in percentage the Indenture. Notice of principal amount (exclusive of accrued interest), redemption will be mailed at least 30 days but not more than 60 days before any redemption date to each Holder whose Notes are to be paid redeemed at the registered address of such Holder. On and after the redemption date, interest will cease to accrue on the Company by the PurchasersNotes or portions thereof called for redemption.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to ______. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' days notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), ; to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to ___. Thereafter, the New Notes will be redeemable on not less than 30 nor more than 60 days’ notice given as provided in the Indenture, as a whole or in part, at the option of the Company at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.] [The New Notes will not be redeemable prior to ___. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' ’ notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "“initial regular redemption price" ” will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of 1/___of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] [The New Notes may be redeemed on not less than 30 nor more than 60 days’ notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes (exclusive of interest accrued to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ___basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to ______. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company Verizon Global Funding at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve- month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), ; to be paid to the Company Verizon Global Funding by the Purchasers.]] OR [The New Notes may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of Verizon Global Funding, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus ______ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures Notes will not be redeemable prior to maturity.] OR [The New Debentures Notes will not be redeemable prior to _____. Thereafter, the New Debentures Notes will be redeemable on not less than 30 nor more than 60 days' ’ notice given as provided in the Indenture, as a whole or in part, at the option of the Company at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.] [The New Notes will not be redeemable prior to . Thereafter, the New Notes will be redeemable on not less than 30 nor more than 60 days’ notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "“initial regular redemption price" ” will be the initial public offering price as defined below plus the rate of interest on the New DebenturesNotes. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve-month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ 1/ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures Notes are to be initially offered for sale to the public; if there is not a public offering of the New DebenturesNotes, the initial public offering price of the New Debentures Notes shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] [Each series of the New Notes may be redeemed on not less than 30 nor more than 60 days’ notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes (exclusive of interest accrued to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve month period beginning ________ and during the twelve month periods beginning on each ____________ thereafter through the twelve month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will not be redeemable prior to maturity.] OR [The New Debentures will not be redeemable prior to _____. Thereafter, the New Debentures will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at the redemption price set forth below. The "initial regular redemption price" will be the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price during the twelve twelve-month period beginning ________ and during the twelve twelve-month periods beginning on each ____________ thereafter through the twelve twelve-month period ended ____________ will be determined by reducing the initial regular redemption price by an amount determined by multiplying (a) 1/_ of the amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve twelve-month periods which shall have elapsed between ___________ and the date fixed for redemption; and thereafter the redemption prices during the twelve twelve-month periods beginning ____________ shall be 100%; provided, however, that all such prices will be specified to the nearest 0.01% %, or if there is no nearest 0.01%, then to the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasers.]] OR [The New Debentures may be redeemed on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

Redemption Provisions. [The New Debentures will (a) Except as set forth below and in Section 3.01(b) and as described below, the Notes are not be redeemable at the Company's option prior to maturity.] OR [The New Debentures will not be redeemable prior to _____December 15, 2006. ThereafterOn and after such date, the New Debentures Notes will be redeemable on not less 30 nor more than 60 days' notice given as provided subject to redemption at the option of the Company, in the Indenture, as a whole or in part, at the option redemption prices (expressed as percentages of the Company at principal amount of the redemption price Notes) set forth below. The "initial regular redemption price" will be , plus accrued and unpaid interest to the initial public offering price as defined below plus the rate of interest on the New Debentures. The redemption price date fixed for redemption, if redeemed during the twelve twelve-month period beginning ________ on December 15, of the years indicated below. YEAR PERCENTAGE --------------------------------------- ---------- 2006................................... 104.625% 2007................................... 103.083% 2008................................... 101.542% 2009 and during thereafter.................... 100.000% Notwithstanding the twelve month periods beginning on each ____________ thereafter through foregoing, at any time prior to December 15, 2004, the twelve month period ended ____________ will be determined by reducing Company may, at its option, use the initial regular net proceeds of one or more Public Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes originally issued at a redemption price by an amount determined by multiplying (a) 1/_ equal to 109.250% of the principal amount by which such initial regular redemption price exceeds 100% by (b) the number of such full twelve month periods which shall have elapsed between ___________ thereof, together with accrued and unpaid interest to the date fixed for redemption; and thereafter the redemption prices during the twelve month periods beginning ____________ shall be 100%; provided, however, that all at least $117.0 million in aggregate principal amount of the Notes remains outstanding immediately after any such prices will redemption. (b) At any time prior to December 15, 2006, the Notes may be specified 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, to, the redemption date, subject to the nearest 0.01% or if there is no nearest 0.01%, then right of holders on the relevant record date to receive interest due on the next higher 0.01%. For the purpose of determining the redemption prices of the New Debentures, the initial public offering price of the New Debentures shall be the price, expressed in percentage of principal amount (exclusive of accrued interest), at which the New Debentures are to be initially offered for sale to the public; if there is not a public offering of the New Debentures, the initial public offering price of the New Debentures shall be deemed to be the price, expressed in percentage of principal amount (exclusive of accrued interest), to be paid to the Company by the Purchasersrelevant interest payment date.]