the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Issuers limited to $1.475 billion
in aggregate principal amount at maturity, of which all $1.475 billion in
aggregate principal amount at maturity of Notes were issued on the Issue Date.
The Notes are guaranteed on a senior basis by the Guarantor.
5. OPTIONAL REDEMPTION.
(a) Except as set forth in clause (b) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes prior to April 1, 2004.
Thereafter, the Issuers shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount at maturity) set forth
below plus accrued and unpaid interest thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on April 1
of the years indicated below:
2007 and thereafter........ 100.000%
(b) Notwithstanding the provisions of clause (a) of this Paragraph
5, at any time prior to April 1, 2002, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount at maturity of the
Notes originally issued under the Indenture on a pro rata basis (or as nearly
pro rata as practicable), at a redemption price of 109.920% of the Accreted
Value thereof, plus, after the Full Accretion Date, accrued and unpaid interest
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that
(1) at least 65% of the aggregate principal amount at maturity
of Notes originally issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held
by the Company and its Subsidiaries); and
(2) the redemption must occur within 60 days of the date of
the closing of such Equity Offering.
6. MANDATORY REDEMPTION.
Except as otherwise provided in Paragraph 7 below, the Issuers shall
not be required to make mandatory redemption payments with respect to the Notes.