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Prepayment Charge--Another Form



PREPAYMENT CHARGE--ANOTHER FORM

Company, at its election and subject to the giving of notice as provided in Section hereof, may prepay the outstanding Notes at any time as a whole or from time to time in part in multiples of $[Multiples amount], at the principal amount so to be prepaid, together with accrued interest thereon to the date fixed for such prepayment, plus a prepayment charge equal to the applicable percentage of the principal amount so to be prepaid, determined as follows: [Prepayment schedule with applicable prepayment charges].

Prior to [date], Company shall not effect any prepayment of the Notes under this Section, directly or indirectly, from the proceeds of, or in anticipation of, the issuing or incurring of any indebtedness having an interest cost to Company or an Affiliate of Company, computed in accordance with generally accepted financial practice, or having a net effective rate of interest, of less than [Interest percent]%.


This is a UCC form. It is intended
to be an addendum to other forms.