Common use of Special Redemptions Clause in Contracts

Special Redemptions. (a) Except as set forth in clauses (b) and (c) of this Section 3.08 or under Sections 4.10 and 4.15 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. (b) If prior to 5:00 pm New York time on May 4, 2005 (the "Special Mandatory Redemption Date"), the Trustee has not received from the Company an Officer's Certificate, in the form attached as Exhibit A to the Escrow Agreement, the Trustee shall deliver to the Escrow Agent a certificate in the form attached as Exhibit D to the Escrow Agreement, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(e) of the Escrow Agreement. In the event the Reorganization shall not have occurred on or prior to May 6, 2005, the Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenture, to redeem the Notes at 100% of the aggregate principal amount of the Notes plus accrued interest to the date of such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(b) shall be null and void. (c) At anytime prior to the Special Mandatory Redemption Date, the Company, with the consent of, or as instructed by, IWO Holdings, Inc., may elect to redeem the Notes upon 10 days prior notice to the Trustee. Promptly upon the receipt of such notice from the Company, the Trustee shall provide written notice to the Escrow Agent of the Company's determination, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(f) of the Escrow Agreement. The Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenture, to redeem the Notes at 100% of the aggregate principal amount of the Notes plus accrued interest to the date of such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(c) shall be null and void.

Special Redemptions. (a) Except as set forth in clauses (b) and (c) of this Section 3.08 or under Sections 4.10 and 4.15 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. (b) If prior to 5:00 pm New York time on May 4, 2005 (the "Special Mandatory Redemption Date"), the Trustee has not received from the Company an Officer's Certificate, in the form attached as Exhibit A to the Escrow Agreement, the Trustee shall deliver to the Escrow Agent a certificate in the form attached as Exhibit D to the Escrow Agreement, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(e) of the Escrow Agreement. In the event the Reorganization shall not have occurred on or prior to May 6, 2005, the The Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenturereceived, to redeem the Notes at 100% of the aggregate principal amount of the Notes plus accrued interest to the date of such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(b(6)(a) shall be null and void. (cb) At anytime prior to the Special Mandatory Redemption Date, the Company, with the consent of, or as instructed by, IWO Holdings, Inc., Inc. may elect to redeem the Notes upon 10 days prior notice to the Trustee. Promptly upon the receipt of such notice from the Company, the Trustee shall provide written notice to the Escrow Agent of the Company's determination, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(f) of the Escrow Agreement. The Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenturereceived, to redeem the Notes at 100% of the aggregate principal amount of the Notes plus accrued interest to the date of such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(c(6)(b) shall be null and void.

Special Redemptions. (ai) Except as set forth in clauses (b) and (c) If a Change of this Section 3.08 Control occurs or under Sections 4.10 and 4.15 hereofthe Company or the Parent obtains knowledge that a Change of Control is proposed to occur, the Company shall give prompt written notice of such actual or proposed Change of Control describing in reasonable detail the material terms and date of consummation thereof to each holder of Notes, but in any event such notice shall not be required to make mandatory redemption or sinking fund payments with respect given later than thirty days prior to the Notesoccurrence of such Change of Control, and the Company shall give each holder of Notes prompt written notice of any material change in the terms or timing of such transaction. Any holder of Notes may require the Company to redeem all or any portion of the Notes owned by such holder at a price for each Note equal to (a) 110% of the Accrued Amount thereof as of the date of such redemption of the Notes to be redeemed, if the Change of Control occurs at any time prior to and including the second anniversary of the Closing Date and (b) the Accrued Amount thereof as of the date of such redemption for each Note to be redeemed, multiplied by the applicable percentage set forth in Section 7B(ii) above for the date upon which such Change of Control occurs (regardless of the date upon which such redemption occurs), by giving written notice to the Company of such election prior to the later of (x) 21 days after receipt of the Company notice and (y) five days prior to the consummation of the Change of Control (the “Redemption Notice Date”). The Company shall give prompt written notice of any such election to all other holders of Notes within five days after the receipt thereof, and each such holder shall have until the later of (a) such date which is as soon as practicable following the occurrence of the Change of Control or (b) ten days after receipt of such second notice to request redemption pursuant to this Section 7C(i) (by giving written notice to the Company) of all or any portion of the Notes owned by such holder. (bii) If prior to 5:00 pm New York time on May 4, 2005 (the "Special Mandatory Redemption Date"Upon receipt of such election(s), the Trustee has not received from the Company an Officer's Certificate, in the form attached as Exhibit A to the Escrow Agreement, the Trustee shall deliver to the Escrow Agent a certificate in the form attached as Exhibit D to the Escrow Agreement, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(e) of the Escrow Agreement. In the event the Reorganization shall not have occurred on or prior to May 6, 2005, the Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenture, be obligated to redeem the Notes at 100% specified therein on the occurrence of the aggregate principal amount Change of Control. If any proposed Change of Control does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Notes plus accrued interest may rescind such holder’s request for redemption by giving written notice of such rescission to the date of such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(b) shall be null and voidCompany. (ciii) At anytime prior Redemptions made pursuant to this Section 7C shall not relieve the Special Mandatory Redemption Date, the Company, with the consent of, or as instructed by, IWO Holdings, Inc., may elect Company of its obligation to redeem Notes that remain outstanding on the Notes upon 10 days prior notice Scheduled Redemption Date pursuant to the Trustee. Promptly upon the receipt of such notice from the Company, the Trustee shall provide written notice to the Escrow Agent of the Company's determination, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(f) of the Escrow Agreement. The Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenture, to redeem the Notes at 100% of the aggregate principal amount of the Notes plus accrued interest to the date of such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(c) shall be null and void7A above.

Special Redemptions. (a) Except as set forth in clauses (b) and (c) of this Section 3.08 or under Sections 4.10 and 4.15 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. (b) If prior to 5:00 pm New York time on May 4, 2005 (the "Special Mandatory Redemption Date"), the Trustee has not received from the Company an Officer's Certificate, in the form attached as Exhibit A to the Escrow Agreement, the Trustee shall deliver to the Escrow Agent a certificate in the form attached as Exhibit D to the Escrow Agreement, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(e) of the Escrow Agreement. In the event the Reorganization shall not have occurred on or prior to May 6, 2005, the The Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenturereceived, to redeem the Notes at 100% of the aggregate principal amount of the Notes plus accrued interest to the date of such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(b(6)(a) shall be null and void. (cb) At anytime any time prior to the Special Mandatory Redemption Date, the Company, with the consent of, or as instructed by, IWO Holdings, Inc., Inc. may elect to redeem the Notes upon 10 days prior notice to the Trustee. Promptly upon the receipt of such notice from the Company, the Trustee shall provide written notice to the Escrow Agent of the Company's determination, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(f) of the Escrow Agreement. The Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenturereceived, to redeem the Notes at 100% of the aggregate principal amount of the Notes plus accrued interest to the date of such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(c(6)(b) shall be null and void.

Special Redemptions. (i) If a Change in Ownership has occurred or the Corporation obtains knowledge that a Change in Ownership is proposed to occur, the Corporation shall give prompt written notice of such Change in Ownership describing in reasonable detail the material terms and date of consummation thereof to each holder of Class A Preferred, but in any event such notice shall be given not later than five days after the occurrence of such Change in Ownership, and the Corporation shall give each holder of Class A Preferred prompt written notice of any material change in the terms or timing of such transaction. The holder or holders of a majority of the Class A Preferred then outstanding may elect to require the Corporation to redeem all or any portion of the Class A Preferred owned by such holder or holders at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Corporation of such election prior to the later of (a) Except as set forth in clauses 15 days after receipt of the Corporation's notice and (b) ten days prior to the consummation of the Change in Ownership (the "Expiration Date"). The Corporation shall give prompt written notice of any such election to all other holders of Class A Preferred within five days after the receipt thereof, and each such holder shall have until the later of (ca) the Expiration Date or (b) five days after receipt of such second notice to request redemption hereunder (by giving written notice to the Corporation) of this Section 3.08 all or under Sections 4.10 and 4.15 hereofany portion of the Class A Preferred owned by such holder. Upon receipt of such election(s), the Company Corporation shall be obligated to redeem the aggregate number of Shares specified therein on the later of (a) the occurrence of the Change in Ownership or (b) five days after the Corporation's receipt of such election(s). If any proposed Change in Ownership does not occur, all requests for redemption in connection therewith shall be required to make mandatory automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Class A Preferred may rescind such holder's request for redemption or sinking fund payments with respect by giving written notice of such rescission to the NotesCorporation within five days following receipt by such holder of the Corporation's notice regarding such material change. (bii) If prior a Fundamental Change is proposed to 5:00 pm New York time on May 4, 2005 (the "Special Mandatory Redemption Date")occur, the Trustee has not received from Corporation shall give written notice of such Fundamental Change describing in reasonable detail the Company an Officer's Certificate, in the form attached as Exhibit A to the Escrow Agreement, the Trustee shall deliver to the Escrow Agent a certificate in the form attached as Exhibit D to the Escrow Agreement, material terms and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(e) of the Escrow Agreement. In the event the Reorganization shall not have occurred on or prior to May 6, 2005, the Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenture, to redeem the Notes at 100% of the aggregate principal amount of the Notes plus accrued interest to the date of such redemption. Upon the closing consummation thereof to each holder of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(b) shall be null and void. (c) At anytime Class A Preferred not more than 30 days nor less than 15 days prior to the Special Mandatory Redemption Dateconsummation of such Fundamental Change, and the Company, with Corporation shall give each holder of Class A Preferred prompt written notice of any material change in the consent of, terms or as instructed by, IWO Holdings, Inc., timing of such transaction. The holder or holders of a majority of the Class A Preferred then outstanding may elect to require the Corporation to redeem all or any portion of the Notes upon 10 days prior Class A Preferred owned by such holder or holders at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the TrusteeCorporation of such election prior to the later of (a) ten days prior to the consummation of the Fundamental Change or (b) ten days after receipt of notice from the Corporation. Promptly upon The Corporation shall give prompt written notice of such election to all other holders of Class A Preferred (but in any event within five days prior to the consummation of the Fundamental Change), and each such holder shall have until two days after the receipt of such notice from to request redemption (by written notice given to the CompanyCorporation) of all or any portion of the Class A Preferred owned by such holder. Upon receipt of such election(s), the Trustee Corporation shall provide written notice to the Escrow Agent of the Company's determination, and shall thereby cause the Escrow Agent to distribute the Escrow Property in accordance with Section 1.4(f) of the Escrow Agreement. The Trustee shall use the proceeds received from the Escrow Agent, to the extent available under the terms of this Indenture, be obligated to redeem the Notes at 100% aggregate number of Shares specified therein upon the consummation of such Fundamental Change. If any proposed Fundamental Change does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the aggregate principal amount transaction, any holder of Class A Preferred may rescind such holder's request for redemption by delivering written notice thereof to the Corporation within five days following receipt by such holder of the Notes plus accrued interest to the date of Corporation's notice regarding such redemption. Upon the closing of the Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(c) shall be null and voidmaterial change.