event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.
The Notes are general unsecured obligations of the Obligors.
The Company may, subject to Article Four of the Indenture and applicable
law, issue additional Notes under the Indenture.
5. Optional Redemption.
The Notes will be redeemable, at the Obligors' option, in whole or in part,
at any time or from time to time, on or after April 15, 2003 and prior to
maturity, upon not less than 30 nor more than 60 days' prior notice mailed by
first class mail to each Holder's last address, as it appears in the Security
Register, at the following Redemption Prices (expressed in percentages of
principal amount at maturity), plus accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date that is on or prior to the Redemption Date to receive
interest due on an Interest Payment Date), if redeemed during the 12-month
period commencing April 15 of the years set forth below:
Year Redemption Price
2006 and thereafter... 100.000
In addition, at any time and from time to time prior to April 15, 2001,
the Obligors may redeem up to 35% of the principal amount at maturity of the
Notes with the proceeds of one or more sales of Capital Stock (other than
Disqualified Stock) of the Company or an Obligor to a Person other than the
Company or any Subsidiary of the Company, at any time or from time to time in
part, at a Redemption Price (expressed as a percentage of Accreted Value on the
Redemption Date) of 110.000%; provided that at least $106.0 million aggregate
principal amount at maturity of Notes remains outstanding after each such
redemption and notice of any such redemption is mailed within 60 days after the
related sale of Capital Stock.
Notice of any optional redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at his last address as it appears in the Security Register. Notes in
original denominations larger than $1,000 may be redeemed in part. On and after
the Redemption Date, interest ceases to accrue and the original issue discount
ceases to accrete on Notes or portions of Notes called for redemption, unless
the Obligors default in the payment of the Redemption Price.