Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the IndentureSupplemental Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset SalesSale, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 250.0 million, the Company will shall commence an offer (an “Asset Sale Offer”) pursuant to Section 4.11 of the Supplemental Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions similar to those set forth in the Indenture with respect to requiring offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds at an Proceeds, which amount includes the entire amount of the Net Proceeds. The offer price in any Asset Sale Offer will be payable in cash in an amount and equal to 100% of the principal amount thereof of the subject Notes plus accrued and unpaid interest and Liquidated Damages thereonSpecial Interest, if any, to the date fixed for of the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturepurchase. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basisshall be selected in accordance with the procedures of the Depositary. If any Excess Proceeds remain after consummation of an Asset Sale Offer, then the Company or any Restricted Subsidiary thereof may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse side of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder of Notes will have the Company will be required right to make an offer (a "Change of Control Offer") require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's ’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages (including Additional Interest, if any) thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. (b) If the Company Issuers or a any Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will consummates an Asset Sale, in certain circumstances specified in Section 4.07 of the Indenture the Issuers shall commence an a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages (including Additional Interest, if any, in the case of the Notes) thereon, if any, to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess ProceedsProceeds allocated for repurchase of Notes, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 25.0 million, the Company will Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to requiring offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash in an amount and equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenturepurchase. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder shall have the Company will be required right to make an offer (a "Change of Control Offer") require the Issuer to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 or an integral multiple in excess thereof) of each such Holder's ’s Notes pursuant to a Change of Control Offer at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to on the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of ControlNotes repurchased to, the Company will mail a notice to each Holder setting forth the procedures governing but not including, the Change of Control Offer as required by Payment Date (subject to the Indentureright of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds from Asset Sales exceeds $5 50.0 million, the Company Issuer will commence be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 , which offer shall be in the amount of the Indenture Allocable Excess Proceeds (rounded to purchase the maximum nearest $1,000), on a pro rata basis according to principal amount (of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out a minimum $2,000 or integral multiples of the Excess Proceeds $1,000 in excess thereof), at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to, but not including, the Purchase Date (subject to the right of Holders of record on the relevant record date fixed for to receive interest due on the closing of such offerrelevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. To the extent that any portion of the aggregate amount of Excess Proceeds remains after compliance with the preceding sentence and provided that all Holders of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant have been given the opportunity to an Asset Sale Offer is less than tender their Notes for purchase in accordance with the Excess ProceedsIndenture, the Company (Issuer or such Subsidiary) Restricted Subsidiary may use such deficiency remaining amount for any purpose not otherwise prohibited restricted by the Indenture. If the aggregate principal amount of Notes Indenture and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness Proceeds will be reset to be purchased on a pro rata basiszero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuer prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl Triggering Event, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase purchase on the Purchase Date all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date Purchase Date, Holders of Notes that are subject to an offer to purchase (the "will receive a Change of Control Payment"). Within 10 days following any Change of Control, offer from the Company will mail a notice prior to each any related Purchase Date and may elect to have such Notes or portions thereof in authorized denominations purchased by completing the form entitled "Option of Holder setting forth the procedures governing the Change of Control Offer as required by the Indentureto Elect Purchase" appearing below. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which and when the aggregate amount of Excess Proceeds from such Asset Sales exceeds $5 15.0 million, the Company will commence shall be required to make an offer (an "ASSET SALE OFFER") to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture and Other Qualified Notes to purchase the maximum principal amount of Notes and Other Qualified Notes (including any Additional determined on a pro rata basis according to the principal amount or accreted value, as the case may be, of the Notes and the Other Qualified Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, with respect to the Notes, at an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate principal amount or accreted value, as the case may be, of Notes (including any Additional Notes) and other pari passu Indebtedness Other Qualified Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount or accreted value, as the case may be, of Notes and other pari passu Indebtedness Other Qualified Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, then such remaining Excess Proceeds will be allocated pro rata according to principal amount or accreted value, as the case may be, to the Notes and each issue of the Other Qualified Notes and, the Trustee shall will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisin accordance with Section 3.09(e) of the Indenture. Holders Upon completion of Notes that are the subject of an such offer to purchase purchase, the amount of Excess Proceeds will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesbe reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl Trigger Event occurs, the Company will be required to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof amount, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Amounts, if any, to the date of purchase repurchase (the "“Change of Control Payment"”). Within 10 30 days following any a Change of ControlControl Trigger Event, the Company will mail a notice to each Holder and the Trustee describing the transaction that constitutes the Change of Control Trigger Event and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Subsidiary consummates any 366th day after an Asset SalesSale (or, within 30 days of each date on which at the Company's option, such earlier date), if the aggregate amount of Excess Proceeds exceeds $5 50.0 million, the Company will commence be required to make an offer Asset Sale Offer pursuant to Section 4.10 of the Indenture to all Holders of Notes and and, to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness that is pari passu outstanding with similar provisions requiring the Notes containing provisions similar Company to those set forth in the Indenture with respect to offers make an offer to purchase or redeem such Pari Passu Indebtedness with the proceeds of sales of assets (an "from any Asset Sale Offer") pursuant to Section 3.10 of the Indenture (“Pari Passu Notes”), to purchase the maximum principal amount of Notes (including and any Additional Notes) and other pari passu Indebtedness such Pari Passu Notes to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes and Pari Passu Notes, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Amounts, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in Section 3.10 of the IndentureIndenture or the agreements governing the Pari Passu Notes, as applicable. To the extent that the aggregate principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceedsamount that the Company is required to repurchase, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness Pari Passu Notes surrendered by holders thereof or lenders, collectively, exceeds the amount of Excess Proceedsthat the Company is required to repurchase, the Trustee shall select the Notes and other pari passu Indebtedness Pari Passu Notes to be purchased on a pro rata basisbasis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes (except that any Notes represented by a Note in global form will be selected by such method as the Depositary or its nominee or successor may require or, where the nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate), based on the amounts tendered or required to be redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 ten days following any a Change of Control, the Company will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will commence shall be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the IndentureIndenture and in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes (including any Additional Notes) and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days pursuant to Section 4.10 of each date on which the Indenture, when the aggregate amount of Excess Proceeds exceeds $5 million, the Company will commence be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to all Holders of Notes pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for of purchase, which date will be no less than 30 nor more than 60 days after the closing date of such offerthe Asset Sale Offer, in accordance with the procedures set forth in Section 3.10 of the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may repay any principal amount, or accrued and unpaid interest thereon, owing pursuant to the city improvement bonds, the FF&E Financing and/or the Second Mortgage Notes (not to exceed, in the aggregate, the amount by which the Excess Proceeds exceeds the aggregate principal amount of Notes, plus accrued and unpaid interest thereon, tendered in such Asset Sale Offer) and may, subject to the provisions of the Indenture and the Collateral Documents, use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the IndentureIndenture and the Collateral Documents. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisin the manner set forth in Section 3.02 of the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (b) Within 120 days after the end of each Operating Year of the Company, beginning with the first Operating Year after the Black Hawk Casino becomes operating, the Company will make an offer to all Holders (an "Excess Cash Flow Offer") to purchase the maximum principal amount of Notes that is an integral multiple of $1,000 that may be purchased with (i) 50% of the Company's Excess Cash Flow in respect of the four consecutive fiscal quarters ending on or immediately following the last day of such Operating Year plus (ii) any amounts disbursed from the Cash Collateral Accounts and the Hyatt Cash Collateral Accounts pursuant to Section 11 of the Cash Collateral and Disbursement Agreement that the Company elects, in its sole discretion, to include any Excess Cash Flow Offer (the sum of the foregoing clauses (i) and (ii), collectively, the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 101% of the principal amount of Notes to be purchased, plus accrued and unpaid interest to the purchase date (the "Excess Cash Flow Purchase Price"), in accordance with the procedures set forth in Section 3.10 of the Indenture. To the extent that the aggregate principal amount of Notes tendered pursuant to any Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount with respect thereto, the Company may repay any principal amount, or accrued and unpaid interest thereon, owing pursuant to the City Improvement Bonds, the FF&E Financing and/or the Second Mortgage Notes (not to exceed, in the aggregate, the amount by which the Excess Cash Flow Offer amount exceeds 101% of the aggregate principal amount of Notes, plus accrued and unpaid interest thereon, tendered in such Excess Cash Flow Offer) and may, subject to the other provisions of the Indenture and the Collateral Documents, use any remaining excess cash flow for general corporate purposes and the amount of Excess Cash Flow shall be reset at zero. Holders of Notes that are the subject of an offer to purchase shall receive an Excess Cash Flow Offer from the Company prior to any related purchase date and may elect to have such notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (c) Subject to the conditions set forth below, within 90 days after any Event of Loss with respect to any Collateral, the Company or the affected Restricted Subsidiary of the Company, as the case may be, shall so notify the Trustee, describing in such notice the nature of the Event of Loss in reasonable detail, and shall (i) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of the improvements to the Black Hawk Casino, with no concurrent obligation to make any offer to purchase any Notes; (ii) if the Casino is not Operating and the Net Loss Proceeds exceed $1.0 million, deposit the Net Loss Proceeds in the Construction Disbursement Account to be disbursed in accordance with the procedures set forth in the Disbursement Agreement; (iii) if the Net Loss Proceeds exceed $1.0 million, deliver to the Trustee within 60 days after such Event of Loss a written opinion from a nationally recognized architect that the Black Hawk Casino, with at least the Minimum Facilities, can be rebuilt, repaired, replaced or constructed and Operating within not more than 360 days after the Event of Loss (but in no event later than the date that is six months prior to the maturity date of the Notes); and (iv) if the Net Loss Proceeds exceed $1.0 million, deliver an Officers' Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (i) above and in accordance with clause (iii) above. Upon the occurrence of an Event of Loss with respect to any Collateral having a fair market value or a replacement cost greater than $20 million, or if upon the occurrence of any Event of Loss the Company is unable or fails to furnish the written opinion from a nationally recognized architect as required by clause (iii) above, then the Company shall, simultaneously with the delivery of the notice to the Trustee as set forth above, deliver to the Holders a notice (an "Event of Loss Notice") providing for the following: an option either (x) to allow the Company to apply the Net Loss Proceeds to the rebuilding, repair, replacement or construction of the improvements to the Black Hawk Casino or (y) to require that the Company purchase the maximum principal amount of Notes that may be purchased out of the Net Loss Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid Interest and Liquidated Damages, if any, thereon to the date of purchase (an "Event of Loss Offer").

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the IndentureSupplemental Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset SalesSale, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 25.0 million, the Company will shall commence an offer (an “Asset Sale Offer”) pursuant to Section 4.11 of the Supplemental Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions similar to those set forth in the Indenture with respect to requiring offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds at an Proceeds, which amount includes the entire amount of the Net Proceeds. The offer price in any Asset Sale Offer will be payable in cash in an amount and equal to 100% of the principal amount thereof of the subject Notes plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturepurchase. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. If any Excess Proceeds remain after consummation of an Asset Sale Offer, then the Company or any Restricted Subsidiary thereof may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is Subject to the Company's right to redeem the Notes pursuant to Section 3.07 of the Indenture, upon the occurrence of a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to in a minimum aggregate principal amount at Stated Maturity of $1,000 or an integral multiple thereofof $1,000) of each such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof Accreted Value of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, on the Notes repurchased to the date of purchase repurchase (the "Change of Control Payment"). Within 10 days following any Change of Control, if the Company will has not sent a redemption notice pursuant to Section 3.03 of the Indenture for all of the Notes, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset SalesSale, within 30 days of each date on which and the aggregate amount of Excess Proceeds exceeds $5 15.0 million, the Company will shall, subject to the Intercreditor Agreement, commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 4.10 of the Indenture to purchase or redeem the maximum principal amount at Stated Maturity of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an Proceeds. The offer price for the Notes in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount Accreted Value thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, on the Notes to be purchased to the date fixed for the closing of such offer, Asset Sale Offer in accordance with the procedures set forth in the Indenture, and shall be payable in cash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) and its Restricted Subsidiaries may use such deficiency those Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate Accreted Value of Notes and principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased or redeemed on a pro rata basis. Holders Upon the commencement of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from Offer, the Company prior shall send, by first class mail, a notice to each of the Holders containing all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. Holders electing to have a Note purchased pursuant to any related purchase date and may elect Asset Sale Offer shall be required to have such Notes purchased by completing surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesNote completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the IndentureSupplemental Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset SalesSale, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 250 million, the Company will shall commence an offer (an “Asset Sale Offer”) pursuant to Section 4.11 of the Supplemental Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions similar to those set forth in the Indenture with respect to requiring offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds at an Proceeds, which amount includes the entire amount of the Net Proceeds. The offer price in any Asset Sale Offer will be payable in cash in an amount and equal to 100% of the principal amount thereof of the subject Notes plus accrued and unpaid interest and Liquidated Damages thereonSpecial Interest, if any, to the date fixed for of the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturepurchase. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basisshall be selected in accordance with the procedures of the Depositary. If any Excess Proceeds remain after consummation of an Asset Sale Offer, then the Company or any Restricted Subsidiary thereof may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased pur- chased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl occurs, each holder of Notes shall have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each Holderthat holder's Notes at pursuant to the offer described below (the "Change of Control Offer") on the terms set forth in the Indenture. In the Change of Control Offer, the Company shall offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to on the date of purchase Notes repurchased (the "Change of Control Payment"), to but excluding the date of purchase. Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer holder as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which and when the aggregate amount of Excess Proceeds exceeds $5 50.0 million, or at such earlier point as may be elected by the Company, the Company will commence shall make an offer to all Holders holders of Notes and all holders of other Indebtedness that is pari passu with the Notes and equally and ratably secured with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, including the Term Loans and each series of Existing Indebtedness that contains similar asset sale provisions, when applicable (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture ), to purchase or redeem the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an (including each series of Existing Indebtedness that contains similar asset sale provisions). The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offerpurchase, and shall be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder of Notes will have the Company will be required right to make an offer (a "Change of Control Offer") require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's ’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages (including Additional Interest, if any) thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture.. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Back to Contents (b) If the Company Issuers or a any Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will consummates an Asset Sale, in certain circumstances specified in Section 4.07 of the Indenture the Issuers shall commence an a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages (including Additional Interest, if any, in the case of the Notes) thereon, if any, to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess ProceedsProceeds allocated for repurchase of Notes, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the IndentureSupplemental Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset SalesSale, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 25.0 million, the Company will shall commence an offer (an “Asset Sale Offer”) pursuant to Section 4.11 of the Supplemental Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions similar to those set forth in the Indenture with respect to requiring offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds at an Proceeds, which amount includes the entire amount of the Net Proceeds. The offer price in any Asset Sale Offer will be payable in cash in an amount and equal to 100% of the principal amount thereof of the subject Notes plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturepurchase. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. If any Excess Proceeds remain after consummation of an Asset Sale Offer, then the Company or any Restricted Subsidiary thereof may use such remaining Excess Pro- ceeds for any purpose not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to Issuer shall make an offer (a "to each Holder of Notes to repurchase on the Change of Control Offer") to repurchase Payment Date all or any part of such Holder’s Notes (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase repurchase (subject to the "Change right of Control Payment"Holders on the relevant record date to receive interest due on the relevant interest payment date). Within 10 days following any Change Holders of Control, the Company Notes that are subject to an offer to purchase will mail receive a notice to each Holder setting forth the procedures governing the Change of Control Offer as required from the Issuer prior to any related Change of Control Payment Date and may elect to have such Notes purchased by completing the Indenture. (b) If form entitled “Option of Holder To Elect Purchase” appearing below. When the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 of the Indenture exceeds $5 30.0 million, the Company will commence Issuer shall make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale “Excess Proceeds Offer"”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the such Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus thereof, together with accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount Issuer or a Restricted Subsidiary is required under the terms of Notes other First Lien Obligations of the Issuer or such Restricted Subsidiary (other than Subordinated Indebtedness), the Issuer shall also make a pro rata offer to the holders of such First Lien Obligations (including any Additional the Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or with such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indentureproceeds. If the aggregate principal amount of Notes and other pari passu Indebtedness First Lien Obligations surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisbasis by lot, and, in the case of global notes, in accordance with the procedures of the Depositary. To the extent that the principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds, the Issuer may use any remaining Excess Proceeds in any manner not prohibited by the Indenture. Upon completion of an Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of to an offer to purchase will receive an Asset Sale Excess Proceeds Offer from the Company Issuer prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to To Elect Purchase" on the reverse of the Notes” appearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Subordinated Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Senior Subordinated Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds exceeds $5 15.0 million, the Company will commence an shall offer to all Holders of Senior Subordinated Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Senior Subordinated Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest interest, and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Senior Subordinated Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Subordinated Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Senior Subordinated Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Subordinated Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to make an offer (a "to purchase on the Change of Control Offer") to repurchase Payment Date all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase. Holders of Notes that are subject to an offer to purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail receive a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If from the Company or a Subsidiary consummates prior to any Asset Sales, within 30 days related Change of each date on which Control Payment Date and may elect to have such Notes purchased by completing the aggregate form entitled "Option of Holder to Elect Purchase" appearing below. When the cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 (Asset Sales) and 4.16 (Maintenance of Insurance) or Section 3.09 (Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds $5 25 million, the Company will commence an be required to offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the such Excess Proceeds at an offer price in cash in an amount equal to 100101% of the principal amount thereof plus thereof, together with accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenturepurchase. To the extent that the aggregate amount Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is pari passu with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes (including with any Additional Notes) and proceeds which constitute Excess Proceeds under the Indenture, the Company shall make a pro rata offer to the holders of all other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than (including the Excess Proceeds, the Company (or Notes) with such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indentureproceeds. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of to an offer to purchase will receive an Asset Sale a Excess Proceeds Offer from the Company prior to any related purchase date Purchase Payment Date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl Triggering Event, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase purchase on the Purchase Date all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date Purchase Date. Holders of Notes that are subject to an offer to purchase (the "will receive a Change of Control Payment"). Within 10 days following any Change of Control, offer from the Company will mail a notice prior to each any related Purchase Date and may elect to have such Notes or portions thereof in authorized denominations purchased by completing the form entitled "Option of Holder setting forth the procedures governing the Change of Control Offer as required by the Indentureto Elect Purchase" appearing below. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which and when the aggregate amount of Excess Proceeds from such Asset Sales exceeds $5 15.0 million, the Company will commence shall be required to make an offer (an "ASSET SALE OFFER") to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture and Other Qualified Notes to purchase the maximum principal amount of Notes and other Qualified Notes (including any Additional determined on a pro rata basis according to the principal amount or accreted value, as the case may be, of the Notes and the Other Qualified Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds with respect to the Notes, at an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate principal amount or accreted value, as the case may be, of Notes (including any Additional Notes) and other pari passu Indebtedness Other Qualified Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount or accreted value, as the case may be, of Notes and other pari passu Indebtedness Other Qualified Notes surrendered by holders thereof exceeds the amount of Excess ProceedsProceeds then any remaining Excess Proceeds will be allocated pro rata according to principal amount or accreted value, as the case may be, to the Notes and each issue of the Other Qualified Notes and, the Trustee shall will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisin accordance with Section 3.09(e) of the Indenture. Holders Upon completion of Notes that are the subject of an such offer to purchase purchase, the amount of Excess Proceeds will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesbe reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Notes as described in Section 3.07 of the Indenture, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase repurchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a any Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 50.0 million, the Company will commence an offer to all Holders of Notes Notes, and at the Company's option, to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in (including, without limitation, the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets 2008 Notes) (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any, to the date fixed for the closing of such offer, offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesattached to this Note.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any an Asset SalesSale, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 5.0 million, the Company will commence shall make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offerpurchase, and will be payable in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturecash. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders basis based on the principal amount of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesother pari passu Indebtedness tendered.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will Issuers shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (in either case, the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will Issuers shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Issuers (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the IndentureA1-4 general corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata PRO RATA basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, each Holder of Securities will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes Securities at a purchase price equal to 101% of the aggregate principal amount thereof of Securities repurchased plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Securities on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice.] (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $5 5.0 million, the Company will shall commence an offer ("Asset Sale Offer") pursuant to Section [__] of the Indenture to all Holders of Notes Securities, and all holders of other Indebtedness that is pari passu with the Notes Securities containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture assets, to purchase the maximum principal amount of Notes (including any Additional Notes) Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offerpurchase, and shall be payable in cash, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (company or such Subsidiary) the Restricted Subsidiary may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Upon completion of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds each Asset Sale Offer, the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to Proceeds will be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesreset at zero.]

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 principal amount at maturity or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount Accreted Value thereof plus plus, for any Change of Control Offer occurring after the Full Accretion Date, accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 25.0 million, the Company will Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to requiring offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash in an amount and equal to 100% of the principal amount Accreted Value thereof plus plus, after the Full Accretion Date, accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenturepurchase. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Subordinated Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Senior Subordinated Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to purchase Senior Subordinated Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures governing the Change of Control Offer required by the Indenture. (b) When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall offer to all Holders of Senior Subordinated Notes (an "ASSET SALE OFFER") to purchase the maximum principal amount of Senior Subordinated Notes that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of principal amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Senior Subordinated Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Subordinated Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes and other pari passu Indebtedness to be purchased on a pro rata PRO RATA basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Senior Subordinated Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Subordinated Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (in either case, the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary any of its Restricted Subsidiaries consummates any Asset Sales, within 30 days five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million10,000,000, the Company will commence be required to make an offer to all Holders of Notes and all holders of any other Indebtedness that is ranks pari passu with the Notes containing provisions similar that, by its terms, requires the Company to those set forth in the Indenture offer to repurchase such Indebtedness with respect to offers to purchase or redeem with the proceeds of sales of assets such Excess Proceeds (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other or pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other or pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 business days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 15.0 million, the Company will commence an offer to all Holders of Notes and and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 25 days of each date on which the aggregate amount of Excess Net Proceeds Offer Amount exceeds $5 10 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Net Proceeds Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Net Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale a Net Proceeds Offer is less than the Excess ProceedsNet Proceeds Offer Amount, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess ProceedsNet Proceeds Offer Amount, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will shall commence an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any Asset Sale offer required by the terms of any pari passu Indebtedness incurred in accordance with this Indenture) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof (and other any pari passu Indebtedness surrendered by holders thereof as aforesaid) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, unless notice of redemption of the Notes in whole has been given pursuant to Sections 3.04 and 3.08 of the Indenture, the Company will shall be required to make an offer (a "“Change of Control Offer"”) to repurchase purchase all or any part (equal to $1,000 150,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to the date of purchase (the "“Change of Control Payment"”). Within 10 days following any Change Notice of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by shall be mailed within 30 days following a Change of Control to each Holder of the Notes containing the information set forth in Section 4.17 of the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $5 25 million, the Company will commence shall make an offer to all Holders of Notes (and all holders of other Indebtedness that is pari passu with of the Notes containing provisions similar Company to those set forth in the Indenture with respect to offers to purchase or redeem with extent required by the proceeds terms of sales of assets such other Indebtedness) (an "“Asset Sale Offer"”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness such Indebtedness) that may be purchased out of does not exceed the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate principal amount of Notes (including any Additional Notesand such other Indebtedness) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes (and such other pari passu Indebtedness surrendered by holders thereof Indebtedness) tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and such other pari passu Indebtedness Indebtedness) to be purchased shall be selected on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Exchange Debentures will have the Company will be required right to make an offer (a "Change of Control Offer") require Holdings to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes Exchange Debentures pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus an amount in cash equal to all accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company Holdings will mail a notice to each Holder setting forth describing the transaction or transactions that constitute the Change of Control and offering to repurchase Exchange Debentures pursuant to the procedures governing required by the Indenture and described in such notice. Holdings will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Exchange Debentures as a result of a Change of Control. On the Change of Control Purchase Date, Holdings will, to the extent lawful, (1) accept for payment all Exchange Debentures or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Exchange Debentures or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Exchange Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount of Exchange Debentures or portions thereof being purchased by Holdings. The Paying Agent will promptly mail to each Holder of Exchange Debentures so tendered the Change of Control Payment for such Exchange Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Exchange Debenture equal in principal amount to any unpurchased portion of the Exchange Debentures surrendered, if any; provided that each such new Exchange Debenture will be in a principal amount of $1,000 or an integral multiple thereof. Holdings will publicly announce the results of the Change of Control Offer as required by on the IndentureChange of Control Purchase Date. (b) If Holdings will not, and will not permit any of its Restricted Subsidiaries to, engage in an Asset Sale in excess of $2.0 million unless (i) Holdings (or the Company Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value, and in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to Holdings (or the Restricted Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by Holdings or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on Holdings' or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables), of Holdings or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Exchange Debentures, or any guarantee thereof) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by Holdings or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by Holdings or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Holdings may apply such Net Proceeds (a) to reduce permanently long-term Indebtedness of a Restricted Subsidiary, (b) to reduce permanently Indebtedness (and, in the case of revolving Indebtedness, to reduce permanently the commitments) under the New Credit Agreement, or (c) to an investment in another business, the making of a capital expenditure or the acquisition of other tangible assets, in each case, in the same or a similar line of business as Holdings was engaged in on the date of the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." On the earlier of (i) the 366th day after an Asset Sale or (ii) such date as the Board of Holdings or the Restricted Subsidiary consummates any determines not to apply the Net Proceeds relating to such Asset SalesSale in the manner set forth in (a), within 30 days of each date on which (b) or (c), if the aggregate amount of Excess Proceeds exceeds $5 7.5 million, the Company Holdings will commence be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Exchange Debentures (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness Exchange Debentures that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness Exchange Debentures tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) Holdings may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness Exchange Debentures surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness Exchange Debentures to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an such Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 25 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Parity Secured Debt (other than Credit Agreement General Facilities Debt) containing provisions similar to those set forth in the Indenture with respect to offers to purchase (or redeem with repay, prepay or redeem, as applicable) an aggregate principal amount of Notes and such other Parity Secured Debt that may be purchased (or repaid, prepaid or redeemed) equal to the proceeds aggregate Excess Proceeds multiplied by a fraction, the numerator of sales which consists of assets (A) the aggregate principal amount then outstanding on the Notes and all such Parity Secured Debt containing such provisions (not including Credit Agreement General Facilities Debt) and the denominator of which is (B) the sum of (i) such aggregate amount in the preceding clause (A) and (ii) the Credit Agreement General Facilities Debt then outstanding (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness Parity Secured Debt that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness Parity Secured Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Parity Secured Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and other pari passu Indebtedness Parity Secured Debt to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, thereon, to the date of purchase (the "“Change of Control Payment"”). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 25.0 million, the Company will shall commence an offer to all Holders (as “Asset Sale Offer”) pursuant to Section 4.10 of the Indenture to purchase the maximum principal amount of Notes and all holders of such other Indebtedness of the Company that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem redemptions with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness assets, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, thereon, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisbasis (or, in the case of notes issued in global form as discussed under Section 2.03 of the Indenture, based on a method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 5.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). For purposes of this paragraph only, any references to the "Notes" shall be deemed to include the Notes and the Series A/B Notes, the Series D Notes and the Series F Notes. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesNotes .

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will Issuers shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuers or a any Restricted Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 20.0 million, the Company will Issuers shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offer, offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Issuers (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other such pari passu Indebtedness indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Within 30 days following the occurrence of a Change of ControlControl Triggering Event, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company will be required to make an shall offer a cash payment (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each Holder's ’s Notes at a purchase price equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to on the Notes repurchased to, but not including, the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 10 30 days following any a Change of ControlControl Triggering Event, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required by Section 5.15 of the Indenture. (b) If On the Company or a Subsidiary consummates 361st day after an Asset Sale (or, at the Company’s option, any Asset Salesearlier date) plus any additional period as provided in the Indenture, within 30 days of each date on which if the aggregate amount of Excess Proceeds then exceeds $5 25.0 million, the Company will commence make an offer Asset Sale Offer to all Holders of Notes pursuant to Section 4.09 of the Indenture, and to all holders of other any Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture then outstanding, to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other such pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other such pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other surrendered by Holders thereof plus the amount of any pari passu Indebtedness surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will Issuers shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company Issuers will commence be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offerrepurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. (c) Holders of Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 60 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.03 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder of Notes will have the Company will be required right to make an offer (a "Change of Control Offer") require the Issuers to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each such Holder's ’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages (including Additional Interest, if any) thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. (b) If the Company Issuers or a any Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will consummates an Asset Disposition, in certain circumstances specified in Section 4.07 of the Indenture the Issuers shall commence an a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Disposition Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages (including Additional Interest, if any) thereon, if any, to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess ProceedsProceeds allocated for repurchase of Notes, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Disposition Offer will receive an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase (the in either case, a "Change of Control Payment"). Within 10 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indentureherein. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl Triggering Event, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as Triggering Event and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any an Asset SalesSale, within 30 days fifteen Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5 15.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenturepurchase. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which Sales and the aggregate amount of Excess Proceeds exceeds $5 5.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (c) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will Issuers shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (in either case, the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will Issuers shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Issuers (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata PRO RATA basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Accreted Value of the Notes repurchased prior to the Full Accretion Date and 101% of the aggregate principal amount thereof of the Notes repurchased on or after the Full Accretion Date plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which Sales when the aggregate amount of Excess Proceeds exceeds $5 10 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value of the Notes purchased before the Full Accretion Date and 100% of the principal amount thereof of the Notes repurchased on or after the Full Accretion Date, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the Accreted Value or aggregate principal amount amount, as the case may be, of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl occurs, each Holder of Notes will have the Company will be required right to make an offer (a "Change of Control Offer") require the Issuer to repurchase all or any part ([equal to $1,000 €50,000 or an integral multiple thereofof €1,000 in excess thereof](1) [equal to US$100,000 or an integral multiple of US$1,000 in excess thereof](2)) of each that Holder's ’s Notes pursuant to an offer (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased on the date of purchase plus accrued and unpaid interest and Liquidated Damages thereon, all Additional Amounts (if any, ) then due on the Notes repurchased to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 10 30 days following any a Change of Control, the Company Issuer will mail a give notice to each Holder setting forth describing the procedures governing circumstances and/or facts that constitute the Change of Control Offer as required by and offering to purchase all Notes on the Change of Control Payment Date specified in the notice given to the Holders pursuant to Section 3.03 of the Indenture. (b) If Any Net Proceeds from Asset Sales that are not applied or invested as provided and within the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which time period set forth in the Indenture will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5 US$25 million, within ten Business Days thereof, the Company Issuer will commence make an offer Asset Sale Offer in accordance with the procedures set forth in the Indenture to all Holders of Notes and may make an offer to all holders Holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price for the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof amount, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Amounts, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount Holders of Notes (including on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Additional Notes) and other pari passu Indebtedness tendered pursuant to Excess Proceeds remain after consummation of an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) Issuer may use such deficiency those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis or by lot or by such other method as the Trustee in its sole discretion deems fair and appropriate (or in the manner described in Section 3.02 or Section 13.01 of the Indenture), based on the amounts tendered or required to be prepaid or redeemed. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior amount of Excess Proceeds will be reset at zero. (1) Applicable to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Euro Notes. (2) Applicable to Dollar Notes.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl occurs, each Holder of Notes will have the Company will be required right to make an offer (a "Change of Control Offer") require the Issuer to repurchase all or any part (equal to $1,000 200,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’s Notes pursuant to an offer (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased on the date of purchase plus accrued and unpaid interest and Liquidated Damages thereon, all Additional Amounts (if any, ) then due on the Notes repurchased to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 10 30 days following any a Change of Control, the Company Issuer will mail a give notice to each Holder setting forth describing the procedures governing circumstances and/or facts that constitute the Change of Control Offer as required by and offering to purchase all Notes on the Change of Control Payment Date specified in the notice given to the Holders pursuant to Section 3.03 of the Indenture. (b) If Any Net Proceeds from Asset Sales that are not applied or invested as provided within the Company or a Subsidiary consummates time period set forth in the Indenture will constitute “Excess Proceeds.” The Issuer may at any Asset Salestime, and the Issuer will within 30 days of each date on which Business Days after the aggregate amount of Excess Proceeds exceeds $5 exceed US$25.0 million, make an “Asset Sale Offer” in accordance with the Company will commence procedures set forth in the Indenture to all Holders of the Notes and may make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premia, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price for the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof amount, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Amounts, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of the Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) Parent may use such deficiency those Excess Proceeds for general corporate purposes and any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis (or in the manner described in Section 3.02 or Section 13.01 of the Indenture), based on the amounts tendered or required to be prepaid or redeemed. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior amount of Excess Proceeds will be reset to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Noteszero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Subordinated Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Senior Subordinated Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to purchase Senior Subordinated Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures governing the Change of Control Offer required by the Indenture. (b) When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall offer to all Holders of Senior Subordinated Notes (an "ASSET SALE OFFER") to purchase the maximum principal amount of Senior Subordinated Notes that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of principal amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Senior Subordinated Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Subordinated Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes and other pari passu Indebtedness to be purchased on a pro rata PRO RATA basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Senior Subordinated Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Subordinated Notes purchased by completing the form entitled titled "Option of Holder to Elect PurchaseOPTION OF HOLDER TO ELECT PURCHASE" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company will shall be required obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any a Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary any of its Restricted Subsidiaries consummates any an Asset SalesSale, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu PARI PASSU with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu PARI PASSU Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the IndentureIndenture or the Credit Agreement. If the aggregate principal amount of Notes and other pari passu PARI PASSU Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select the other pari passu PARI PASSU Indebtedness to be purchased on a pro rata PRO RATA basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will Holdings shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes Debentures at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will Holdings shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Holdings or a Subsidiary consummates any Asset Sales, within 30 25 days of each date on which the aggregate amount of Excess Net Proceeds Offer Amount exceeds $5 10 million, the Company will Holdings shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Debentures (an "Asset Sale Net Proceeds Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness Debentures that may be purchased out of the Excess Net Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness Debentures tendered pursuant to an Asset Sale a Net Proceeds Offer is less than the Excess ProceedsNet Proceeds Offer Amount, the Company Holdings (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness Debentures surrendered by holders Holders thereof exceeds the amount of Excess ProceedsNet Proceeds Offer Amount, the Trustee shall select the Notes and other pari passu Indebtedness Debentures to be purchased on a pro rata basis. Holders of Notes Debentures that are the subject of an offer to purchase will receive an Asset Sale Net Proceeds Offer from the Company Holdings prior to any related purchase date and may elect to have such Notes Debentures purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesDebentures.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon▇▇▇▇▇▇▇▇▇▇ Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds from Asset Sales exceeds $5 7.5 million, the Company will commence be required to make an offer to all Holders of Notes and and, to the extent required by the terms of any Pari Passu Indebtedness, all holders of other such Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including and any Additional Notes) and other pari passu such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date fixed for the closing of such offerrepurchase, in accordance with the procedures set forth in the IndentureIndenture or such Pari Passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsSale, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose purposes not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and other pari passu any Pari Passu Indebtedness surrendered by holders thereof tendered pursuant to an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Notes that are the subject of an offer to purchase will receive an a notice relating to the Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is In the event of a Change of ControlControl Repurchase Event, the Company will be required to shall make an offer (a "Change of Control Offer") Offer to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 days following any Change ; provided that, if only a portion of Controlthe Notes of the Holders is to be repurchased, the Company will mail a notice unrepurchased portion of the Notes of any Holder must be equal to each Holder setting forth the procedures governing the $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The timing of any Change of Control Offer shall be as required by set forth in the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 100.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "as “Asset Sale Offer"”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The timing of any Asset Sale Offer shall be as set forth in the Indenture and the Asset Sale Offer shall provide for the allocation of Excess Proceeds pro rata to holders of Pari Passu Indebtedness having similar provisions as set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisbasis or if the Notes are in the form of Global Notes, pursuant to the procedures of the Depository. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Additional Interest, if any, thereon, if any, to the date of purchase (( the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) offer and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will Holdings shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes Debentures at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will Holdings shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Holdings or a Subsidiary consummates any Asset Sales, within 30 25 days of each date on which the aggregate amount of Excess Net Proceeds Offer Amount exceeds $5 10 million, the Company will Holdings shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Debentures (an "Asset Sale Net Proceeds Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness Debentures that may be purchased out of the Excess Net Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness Debentures tendered pursuant to an Asset Sale a Net Proceeds Offer is less than the Excess ProceedsNet Proceeds Offer Amount, the Company Holdings (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness Debentures surrendered by holders Holders thereof exceeds the amount of Excess ProceedsNet Proceeds Offer Amount, the Trustee shall select the Notes and other pari passu Indebtedness Debentures to be purchased on a pro rata basis. Holders of Notes Debentures that are the subject of an offer to purchase will receive an Asset Sale Net Proceeds Offer from the Company Holdings prior to any related purchase date and may elect to have such Notes Debentures purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesDebentures.

Repurchase at Option of Holder. (a) If there is a Change of Control, all Holders of Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase (the "“Change of Control Payment"”). Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder of Notes a notice setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Asset Sale Proceeds exceeds $5 10.0 million, the Company will commence be required to make an offer to all the Holders of Notes and all the holders of any other Senior Indebtedness that is pari passu subject to requirements with respect to the Notes containing provisions application of net proceeds from assets sales that are substantially similar to those set forth contained in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 purchase on a pro rata basis (with the Excess Asset Sale Proceeds prorated between the Holders of the Indenture to purchase Notes and such holders of such other Senior Indebtedness based upon outstanding aggregate principal amounts) the maximum principal amount of the Notes (including any Additional Notes) and such other pari passu Senior Indebtedness that may be purchased or prepaid, as applicable, out of the prorated Excess Proceeds Asset Sale Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate principal amount of Notes (including any Additional Notes) and other pari passu Senior Indebtedness tendered (and electing to be redeemed or repaid, as applicable) pursuant to an Asset Sale Offer is less than the Excess Asset Sale Proceeds, the Company (or such Subsidiary) and its Restricted Subsidiaries may use such deficiency any remaining Excess Asset Sale Proceeds for general corporate purposes and any other purpose not otherwise prohibited by the this Indenture. If Upon completion of the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds offer to purchase, the amount of Excess Proceeds, the Trustee Asset Sale Proceeds shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisreset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will shall commence an offer to all Holders of Senior Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Senior Notes (including any Additional Senior Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Senior Notes (including any Additional Senior Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Notes and other pari passu Indebtedness (including any Additional Senior Notes) surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and other pari passu Indebtedness (including any Additional Senior Notes) to be purchased on a pro rata basis. Holders of Senior Notes and Additioinal Senior Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Notes and Additional Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon▇▇▇▇▇▇▇▇▇▇ Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds from Asset Sales exceeds $5 7.5 million, the Company will commence be required to make an offer to all Holders of Notes and and, to the extent required by the terms of any Pari Passu Indebtedness, all holders of other such Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including and any Additional Notes) and other pari passu such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date fixed for the closing of such offerrepurchase, in accordance with the procedures set forth in the IndentureIndenture or such Pari Passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use any such deficiency Excess Proceeds for any purpose purposes not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and other pari passu any Pari Passu Indebtedness surrendered by holders thereof tendered pursuant to an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Notes that are the subject of an offer to purchase will receive an a notice relating to the Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 15 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 25.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Additional Interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds exceeds $5 15.0 million, the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date fixed for the closing of such offerpurchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase (in either case, the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the 1997 Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of 1997 Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in the 1997 Indenture. To the extent that the aggregate amount of 1997 Notes tendered pursuant to an Asset Sale Offer is less than the remaining Excess Proceeds ("Remaining Excess Proceeds") and Liquidated Damages the sum of (A) such amount of Remaining Excess Proceeds and (B) the Remaining Excess Proceeds from any subsequent Asset Sale Offers exceeds $3.0 million, the Company will be required to make an offer to all Holders of Notes and any other Indebtedness that ranks pari passu with the Notes that, by its terms, requires the Company to offer to repurchase such Indebtedness with such Remaining Excess Proceeds (a "Secondary Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of such Remaining Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other or pari passu Indebtedness tendered pursuant to an a Secondary Asset Sale Offer is less than the Remaining Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any Remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other or pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Remaining Excess ProceedsProceeds in a Secondary Asset Sale Offer, the Company shall repurchase such Indebtedness on a pro rata basis and the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to repay Senior Debt of the Company or a Subsidiary consummates Guarantor, (b) to the acquisition of a majority of the assets of, or a majority of the Voting Stock of, another Permitted Business, the making of a capital expenditure or the acquisition of other long-term assets that are used or useful in a Permitted Business or (c) to the acquisition by the Company or a Restricted Subsidiary of Equity Interests in any Restricted Subsidiary of the Company, which Equity Interests are owned by a Person other than the Company or an Affiliate of the Company. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, within 30 days Sales that are not applied or invested as provided in the first sentence of each date on which this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5 5.0 million, the Company will commence be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the IndentureIndenture and such other Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive an Asset Sale Offer from purchase, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to Issuers shall make an offer (a the "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to the offer described below at a purchase price equal to 101101 % of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change Holders of Control, the Company Notes that are subject to an offer to purchase will mail receive a notice to each Holder setting forth the procedures governing the Change of Control Offer as required from the Issuers prior to any related Change of Control Payment Date and may elect to have such Notes purchased by completing the Indentureform entitled "Option of Holder to Elect Purchase" appearing below or a similar form acceptable to the Trustee. (b) If the Company Issuers or a Subsidiary consummates any of their respective Subsidiaries consummate any Asset Sales, within 30 days of each date on which Sales and the aggregate amount of Excess Proceeds exceeds $5 10 million, the Company will issuers shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 Sections 3.09 and 4.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at based upon an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offeroffer (the "Offered Price"), in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsProceeds (a "Deficiency"), the Company Issuers (or such Subsidiary) may use such deficiency Deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero; provided that the amount of 25% Excess Proceeds shall constitute Excess Proceeds for purposes of the first offer that is made after the fifth anniversary of the original issuance of the Notes (the "Fifth Anniversary"). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesNotes or a similar form acceptable to the Trustee. Notwithstanding the foregoing, in no event shall the Issuers use Excess Proceeds to purchase more than 25% of the original aggregate principal amount of Notes on or prior to the Fifth Anniversary. If the aggregate Excess Proceeds (disregarding any resetting to zero as described above) resulting from Asset Sales occurring prior to the Fifth Anniversary, less any Deficiencies resulting from any offers made on or prior to such date, exceed 25 % of the original aggregate principal amount of the Notes (such excess being the "25% Excess Proceeds"), then the Issuers shall make an offer at the Offered Price in accordance with the foregoing provisions (i) promptly after the Fifth Anniversary, in the event the amount of the 25% Excess Proceeds exceeds $10 million or (ii) at such time as the amount of the 25% Excess Proceeds together with the Excess Proceeds received after the Fifth Anniversary exceeds $10 million, in the event the amount of the 25% Excess Proceeds is less than $10 million.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to shall make an offer (a "Change of Control Offer") Offer to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 days following any Change ; provided that, if only a portion of Controlthe Notes of the Holders is to be repurchased, the Company will mail a notice unrepurchased portion of the Notes of any Holder must be equal to each Holder setting forth the procedures governing the $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The timing of any Change of Control Offer shall be as required by set forth in the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 75.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "as “Asset Sale Offer"”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The timing of any Asset Sale Offer shall be as set forth in the Indenture and the Asset Sale Offer shall provide for the allocation of Excess Proceeds pro rata to holders of Pari Passu Indebtedness having similar provisions as set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the Company will be required right to make an offer (a "Change of Control Offer") require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constituted the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than the fifth Business Day preceding the last day of the fiscal quarter of Foamex next following the Change of Control date (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company In connection with one or a Subsidiary consummates any more Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 15.0 million, the Company will commence Issuers shall be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) Issuers may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Senior Subordinated Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes and other pari passu Indebtedness to be purchased on a pro rata basis; provided, however, that the Issuers shall not be obligated to purchase Senior Subordinated Notes in denominations other than integral multiples of $1,000. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each such Holder's ’s Notes (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, on the Notes repurchased to the purchase date (subject to the right of purchase (Holders of record on the "Change of Control Payment"). Within 10 days following any Change of Controlrelevant record date to receive interest to, the Company will mail a notice to each Holder setting forth the procedures governing but excluding, the Change of Control Offer as required by the IndenturePayment Date). (b) If the Company or a Subsidiary one of its Restricted Subsidiaries consummates any Asset Sales, within 30 days of each date on which they shall not be required to apply any Net Available Cash in accordance with the Indenture until the aggregate amount Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds $10.0 million. Thereafter, the Company shall, after application of the additional aggregate $10.0 million of Excess Proceeds exceeds $5 millionas provided in Section 4.12 of the Indenture, the Company will commence an offer for Notes pursuant to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with by applying the proceeds of sales of assets Excess Proceeds (an "“Asset Sale Offer"”) pursuant to Section 3.10 4.12 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date fixed for the closing of such offer, offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Additional Interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) offer and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, each Holder of Notes will have the Company will be required right to make an offer (a "Change of Control Offer") require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes (the "Change of Control Offer") at a purchase price equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon, and Liquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below and tendering this Note pursuant to the Change of Control Offer. (b) If the Company Issuers or a any Restricted Subsidiary of the Partnership consummates any an Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 millionSale, the Company will Issuers shall promptly commence an a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, and Liquidated Damages (in the case of the Notes) thereon, if any, to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess ProceedsProceeds allocated for repurchase of Notes, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, Control the Company will shall be required obligated to make an offer (a "Change of in Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 ten days following any Change of Control, the Company will shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will shall commence an offer to all Holders of Notes and all the holders of other Indebtedness that is pari passu with Pari Passu Debt, to the Notes containing provisions similar to those set forth in extent required by the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets terms thereof (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness Pari Passu Debt that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus plus, in each case, accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To Indenture or the extent agreements governing Pari Passu Debt, as applicable; provided, however, that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to Company may only purchase Pari Passu Debt in an Asset Sale Offer is less than that was issued pursuant to an indenture having a provision substantially similar to the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by Asset Sale Offer provision contained in the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis, based upon the principal amount thereof surrendered in such Asset Sale Offer. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof; provided that the unrepurchased portion of a Note must be in a minimum denomination of $2,000) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonSpecial Interest, if any, to (but not including) the date of purchase (the "“Change of Control Payment"”). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) . If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 75 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the this Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis; provided, that if such Notes are in the form of Global Notes, such Notes shall be selected in accordance with the procedures of DTC. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make make, pursuant to Section 5.15 of the Indenture, an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's ’s Notes at a purchase price equal to 101102% of the aggregate principal amount Principal Amount thereof plus a pro rata portion of the LC Amount to the extent applicable, and accrued and unpaid interest Interest and Liquidated Damages Late Charges thereon, if any, to the date of purchase (the "“Change of Control Payment"Redemption Price”), subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 10 15 days following any after the Company knows or reasonably should know of the occurrence of a Change of Control, pursuant to Section 5.15 of the Indenture, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, or in an Event of Loss, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 5.0 million, the Company will shall pursuant to Section 5.10 of the Indenture, commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale as “Excess Proceeds Offer"”) pursuant to Section 3.10 3.08 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness interest added to the Principal Amount as Capitalized Interest), that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount Principal Amount thereof plus accrued and unpaid interest Interest and Liquidated Damages Late Charges thereon, if any, to the date fixed for the closing of such offer, offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notesinterest added to the Principal Amount as Capitalized Interest) and other pari passu Indebtedness tendered pursuant to an Asset Sale Excess Proceeds Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may pursuant to Section 5.10 of the Indenture, use such deficiency remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall pursuant to Section 5.10 of the Indenture, select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereofthereof (provided, however that no Notes will be purchased in part if such Note would have a remaining principal amount of less than $2,000) of each Holder's ’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Parent Company or a Subsidiary consummates any of its Restricted Subsidiaries consummate an Asset Sales, within 30 days Sale or an Event of each date on which the aggregate amount of Excess Proceeds exceeds $5 millionLoss offer, the Company will shall, if required by Section 4.07 or Section 4.19, as the case may be, of the Indenture, promptly commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale “Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Net Proceeds or Net Loss Proceeds, as applicable, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof Holders exceeds the amount of Excess ProceedsOffer Amount, the Trustee Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or $1,000 integral multiples thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company at least twenty Business Days prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the IndentureSupplemental Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset SalesSale, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 25.0 million, the Company will shall commence an offer (an “Asset Sale Offer”) pursuant to Section 4.11 of the Supplemental Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions similar to those set forth in the Indenture with respect to requiring offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds at an Proceeds, which amount includes the entire amount of the Net Proceeds. The offer price in any Asset Sale Offer will be payable in cash in an amount and equal to 100% of the principal amount thereof of the subject Notes plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturepurchase. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. If any Excess Proceeds remain after consummation of an Asset Sale Offer, then the Company or any Restricted Subsidiary thereof may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which Sales when the aggregate amount of Excess Proceeds exceeds $5 10 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to make an shall offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 US$2,000 or an integral multiple of US$1,000 in excess thereof) of each Holder's the Notes (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, on the Notes repurchased to the purchase date (subject to the right of purchase (Holders on the "Change of Control Payment"). Within 10 days following any Change of Controlrelevant record date to receive interest to, the Company will mail a notice to each Holder setting forth the procedures governing but excluding, the Change of Control Offer as required by Payment Date). Each Holder shall have the Indentureright to require the Company to repurchase all or any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of such Holder’s Notes pursuant to such offer. (b) If Any Net Available Cash from Asset Sales that is not applied as provided in Section 4.12(b) of the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which Indenture will constitute Excess Proceeds (“Excess Proceeds”). When the aggregate amount of Excess Proceeds exceeds $5 million150.0 million (not taking into account income earned on such Excess Proceeds, if any), the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with by applying the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Allocable Excess Proceeds (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Net Available Cash at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsNet Available Cash, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess ProceedsNet Available Cash, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Within 30 days following the occurrence of a Change of Control, the Company will be required to shall make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 10 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture.: (b) If On the Company or a Subsidiary consummates 366th day after an Asset Sale (or, at the Company’s option, any Asset Salesearlier date), within 30 days of each date on which if the aggregate amount of Excess Proceeds then exceeds $5 40.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture Indenture, and to purchase all holders of any Pari Passu Indebtedness then outstanding, to purchase, on a pro rata basis, the maximum principal amount of Notes (including any Additional Notes) and other pari passu such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, thereon to the date fixed for of settlement, subject to the closing right of such offerHolders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of settlement, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated for the purchase of the Notes, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 10 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10 million, the Company will commence an offer Asset Sale Offer pursuant to Section 3.09 of the Indenture to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency difference for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes (including Additional Notes) and such other pari passu Pari Passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes (including Additional Notes) and such other pari passu Pari Passu Indebtedness to be purchased on a pro rata basisbasis based on the principal amount of Notes and such other Pari Passu Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company will shall be required to make an offer (a "Change to each Holder of Control Offer") Subordinated Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Subordinated Notes pursuant to an offer (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds exceeds $5 10 million, the Company will shall commence an offer to all Holders of Subordinated Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Subordinated Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture; provided, however, that such offer shall not be required if the application of such Excess Proceeds to repurchase Subordinated Notes would cause an Event of Default under any of the agreements governing Indebtedness of the Company. To the extent that If the aggregate amount purchase price of Subordinated Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an into such Asset Sale Offer by Holders thereof is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by general corporate purposes (subject to restrictions of the Indenture). If the aggregate principal amount purchase price of Subordinated Notes and other pari passu Indebtedness surrendered tendered into such Asset Sale Offer by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Subordinated Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Subordinated Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Subordinated Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Subordinated Notes.

Repurchase at Option of Holder. (a1) If there is a Within 30 days following any Change of ControlControl Triggering Event, the Company will be required shall give notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and shall make an offer (a "Change of Control Offer") to all Holders to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of each such Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, on the Notes repurchased to (but excluding) the purchase date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth in accordance with the procedures governing the Change set forth in Sections 3.09 and 4.18 of Control Offer as required by the Indenture. (b2) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which it shall not be required to apply any Net Proceeds in accordance with the Indenture until the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds $5 US$100.0 million. Thereafter, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") Offer by applying the Excess Proceeds pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to (but excluding) the date fixed for the closing of such offer, Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use apply such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders basis (subject to Notes being in denominations of Notes that are the subject $1,000 or integral multiples of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes$1,000 in excess thereof).

Repurchase at Option of Holder. (a) If there is No later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company will be required to shall make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each Holder's ’s Notes at a purchase price equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 10 No later than 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Subsidiary consummates any 361st day after an Asset SalesSale, within 30 days of each date on which if the aggregate amount of Excess Proceeds then exceeds $5 50.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, thereon to the date fixed for of settlement, subject to the closing right of such offerHolders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Pari Passu Indebtedness surrendered by holders thereof or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, the Company will be required to shall make an offer (a "Change of Control Offer") to all Holders to repurchase all or any part (equal to $1,000 US$2,000 or an integral multiple of US$1,000 in excess thereof) of each such Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, on the Notes repurchased to (but excluding) the purchase date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth in accordance with the procedures governing the Change set forth in Section 3.09 of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which it shall not be required to apply any Net Proceeds in accordance with the Indenture until the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds $5 US$100.0 million. Thereafter, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") Offer by applying the Excess Proceeds pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to (but excluding) the date fixed for the closing of such offer, Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use apply such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company Issuers will be required to make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonSpecial Interest, if any, to on the Notes purchased, to, but excluding, the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 10 30 days following any Change of Control, the Company Issuers will mail a notice to each Holder setting forth describing the transaction or transactions that constitute the Change of Control and stating the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If The Issuers will be required to use the Company or a Subsidiary consummates Net Proceeds from any Asset SalesSale, within 30 days Casualty Event or Condemnation Event remaining after all required purchases, prepayments and/or redemptions of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will commence an First Priority Lien Obligations and Second Priority Lien Obligations to offer to all Holders of prepay Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets Third Priority Lien Obligations (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an ). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonSpecial Interest, if any, on the Notes purchased, to, but excluding, the date of purchase, and will be payable in cash, subject to the rights of Holders on the relevant record date fixed for to receive interest due on the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturerelevant interest payment date. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof Third Priority Lien Obligations tendered into such Asset Sale Offer (or required to be purchased, prepaid or redeemed) exceeds the amount of Excess ProceedsNet Proceeds available therefor, the Trustee shall will select the Notes and such other pari passu Indebtedness Third Priority Lien Obligations to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, occurs, the Company will be required to Issuers shall make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If ▇▇▇▇ Las Vegas or any of the Company or a Subsidiary consummates Restricted Subsidiaries consummate any Asset Sales, within 30 10 days following the earlier of each (i) the date on which the aggregate amount of Excess Net Proceeds exceeds $5 million20.0 million or (ii) the date when the proceeds of any sale of assets are required, pursuant to the Credit Agreement, to be applied to reduce Indebtedness of ▇▇▇▇ Las Vegas, ▇▇▇▇ Las Vegas shall allocate a portion of the Excess Proceeds, determined by multiplying the amount of such Excess Proceeds by a fraction, the Company will commence numerator of which is the total aggregate principal amount of Notes then outstanding and all Pari Passu Debt then outstanding, and the denominator of which is the total aggregate principal amount of Notes then outstanding, all Pari Passu Debt then outstanding and all Indebtedness then outstanding under the Credit Agreement (such amount being the “Asset Sale Offer Amount”), to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with Notes and, to the Notes containing provisions similar to those set forth in extent required, the Indenture with respect to offers to purchase or redeem with the proceeds holders of sales of assets (an "Asset Sale Offer") such Pari Passu Debt pursuant to Section Sections 3.10 and 4.10 of the Indenture to purchase the maximum principal amount of repurchase such Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds such Pari Passu Debt at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes and such Pari Passu Debt to be purchased plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, on the Notes and such other Pari Passu Debt to the date fixed for of repurchase, which offer price shall be payable in cash. The amount of any such Excess Proceeds less the closing of such offer, Asset Sale Offer Amount (the “Asset Sale Repayment Amount”) shall concurrently be applied to repay any term Indebtedness outstanding under the Credit Agreement in accordance with the procedures set forth in requirements of the Indenture. To Credit Agreement; provided, however, that to the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof Repayment Amount exceeds the amount of Excess Proceedsterm Indebtedness then outstanding under the Credit Agreement at the time of repayment, such excess amount (after repayment in full of the term Indebtedness under the Credit Agreement) shall be added to the Asset Sale Offer Amount and offered to the holders of Notes and, to the extent required, the Trustee shall select holders of such Pari Passu Debt pursuant to the Notes and other pari passu Indebtedness to be purchased on a pro rata basisAsset Sale Offer as provided in the preceding sentence. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Company ▇▇▇▇ Las Vegas prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other such pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other such pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other surrendered by Holders thereof plus the amount of any pari passu Indebtedness surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of ControlC▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, the Company will ▇▇▇ ▇▇▇▇▇▇▇ shall be required to make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 1.00 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If either of the Issuers or a Restricted Subsidiary of the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will Issuers shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing similar asset sale provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale OfferASSET SALE OFFER") pursuant to Section 3.10 3.3 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect PurchaseOPTION OF HOLDER TO ELECT PURCHASE" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will Issuers shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuers or a any Restricted Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 20.0 million, the Company will Issuers shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Issuers (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other such pari passu Indebtedness indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.. A1-3 (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which any Net Proceeds from Asset Sales that are not applied or invested as provided in the Indenture will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5 5.0 million or, if no Senior Subordinated Notes are outstanding, $10.0 million, the Company will commence make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 all Holders of the Indenture Notes to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness PARI PASSU notes with similar asset sale provisions that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer for the Notes will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offerpurchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use those Excess Proceeds for general corporate purposes, including to make a similar offer for the Senior Subordinated Notes pursuant to the indenture for such deficiency for any purpose not otherwise prohibited by the IndentureNotes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds will be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $5 20.0 million, the Company will or the applicable Restricted Subsidiary shall commence an offer to all Holders pursuant to Section 4.10 of the Indenture to purchase the maximum principal amount of Notes (an "Asset Sale Offer") to all Holders of Notes and all holders of such other Indebtedness of the Company that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Excess Proceeds shall select be allocated by the Company to the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis (based upon the respective principal amounts (or accreted value, if applicable) of the Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer) and the portion of each Note to be purchased shall thereafter be determined by the Trustee on a pro rata basis among the Holders of such Notes with appropriate adjustments such that the Notes may only be purchased in integral multiples of $1,000. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Dollar Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Dollar Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment") plus accrued and unpaid interest thereon to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale, unless (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents or Telecommunications Assets, and (iii) the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Cash Proceeds, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, (a) to the permanent redemption or repurchase of outstanding Indebtedness (other than Subordinated Indebtedness) that is secured Indebtedness (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) or Indebtedness of the Company or such Restricted Subsidiary that ranks equally with the Notes but has a maturity date that is prior to the maturity date of the Notes and/or (b) to reinvest such Net Cash Proceeds (or any portion thereof) in Telecommunications Assets. Notwithstanding anything herein to the contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset Sale of assets, or Equity Interests, of a Foreign Subsidiary consummates any Asset Salesmay be used to retire Indebtedness of a Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign Subsidiary. The balance of such Net Cash Proceeds, within 30 days after the application of each date on which such Net Cash Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $5 million15.0 million (taking into account income earned on such Excess Proceeds), the Company will commence an be required to make a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu Indebtedness with the Notes containing comparable provisions similar requiring such Indebtedness to those set forth in the Indenture with respect to offers to purchase or redeem be purchased with the proceeds of sales of assets such Asset Sale (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount or accreted value in the case of Indebtedness issued with an original issue discount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof or the accreted value thereof, as applicable, plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for of purchase (subject to the closing right of such offerHolders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in Article 3 of the IndentureIndenture and the agreements governing such pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisbasis in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness. Holders Upon completion, of Notes that are the subject of an offer to purchase will receive an such Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse Excess Proceeds shall be reset at zero for purposes of the Notesfirst sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to a Change of Control Offer at a purchase an offer price in cash equal to <PAGE> A-6 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth describing, among other things, the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option to (1) repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto or (2) to purchase Replacement Assets or to make a Subsidiary consummates any capital expenditure in or that is used or useful in a Permitted Business. Any Net Proceeds from Asset Sales, within Sales that are not applied or invested as provided in the preceding paragraph shall constitute "Excess Proceeds." Within 30 days of each date on which after the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will commence shall make an offer "Asset Sale Offer" to all Holders of Notes Notes, and all holders of other Indebtedness that is pari passu with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture assets, to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof of the Notes purchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of such offerpurchase, and shall be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders basis based on the principal amount of Notes that are the subject and such other pari passu Indebtedness tendered. Upon completion of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "as “Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date), to the date of purchase or, in the case of repurchases of Notes prior to the Full Accretion Date, at a purchase price equal to 101% of the Accreted Value thereof on the date of repurchase plus Liquidated Damages thereon, if any (subject to the right of Holders of record on the relevant record date to receive Liquidated Damages, if any, due on the relevant interest payment date), to such date of repurchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount (or accreted value, as applicable) of Notes (including any Additional Notes) and such other pari passu senior Indebtedness of the Company that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for of purchase (subject to the closing right of such offerHolders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date), in accordance with the procedures set forth in the IndentureIndenture and such other senior Indebtedness of the Company. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu senior Indebtedness of the Company tendered into such Asset Sale Offer surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu senior Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset to zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will Authority shall be required to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 days 20 Business Days following any Change of Control, the Company will mail Authority shall deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Authority or a Restricted Subsidiary consummates any Asset Sales, within 30 days five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5 25.0 million, the Company Authority will commence make an offer to all Holders of Notes and all holders of other repurchase the Notes, together with any senior Indebtedness that is ranking pari passu in right of payment with the Notes and containing similar provisions similar requiring the Authority to those set forth in the Indenture with respect to offers make an offer to purchase or redeem such pari passu senior Indebtedness with the proceeds from such Asset Sale, pursuant to a cash offer (subject only to conditions required by applicable law, if any), pro rata in proportion to the respective principal amounts of sales such pari passu senior Indebtedness (or accreted values in the case of assets Indebtedness issued with an original issue discount) and the Notes (an "the “Asset Sale Offer"”) pursuant to Section 3.10 at a purchase price of 100% of the Indenture to purchase the maximum principal amount (or accreted value in the case of Notes Indebtedness issued with an original issue discount) (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an “Asset Sale Offer Price”). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date fixed for the closing of such offerpurchase and will be payable in cash, in accordance with the procedures set forth in the IndentureIndenture and such other pari passu senior Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) Authority may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu senior Indebtedness tendered into such Asset Sale Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu senior Indebtedness (to the extent that such other senior Indebtedness permits such selection) to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an such Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, Control (such date being the Company will be required to make an offer (a "Change of Control OfferTrigger Date") ), each Holder of Notes shall have the right to repurchase require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to an Offer (as defined in the Indenture) pursuant to Section 3.08 of the Indenture at a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of ControlControl Trigger Date, subject to the provisions of the Indenture, the Company will shall mail a notice to each Holder of Notes at such Holder's registered address setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which When the aggregate amount of Excess Proceeds (as defined in the Indenture) in connection with an Asset Sale exceeds $5 million10,000,000 (such date being an "Asset Sale Trigger Date"), the Company will commence shall make an offer Offer pursuant to Section 3.08 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of the Notes (including any Additional Notes) and other pari passu Indebtedness then outstanding that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus any accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offerPurchase Date, in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, to the extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied as described in this or the preceding paragraph, but may be retained for so long, but only for so long, as the applicable local law prohibits repatriation to the United States. To the extent that the aggregate amount any Excess Proceeds remain after completion of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency remaining amount for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of to an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notesthis Note.

Repurchase at Option of Holder. (a) If there is a Change of Control, each Holder of the Company Notes will be required have the right to require the Issuers to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuers or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 2.0 million, the Company will Issuers shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Issuers (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control (or at the Company's option following the announcement of any Change of Control but prior to the occurrence of such Change of Control), the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 20.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will be required to make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to the date of purchase (the "“Change of Control Payment"”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 10 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 30 days of each date on which 15 Business Days after the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Parity Lien Obligations containing provisions similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant assets, to Section 3.10 of the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness Parity Lien Obligations that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price for the Notes and any other Parity Lien Obligations in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes and such other Parity Lien Obligations purchased, plus accrued and unpaid interest on the Notes and Liquidated Damages thereon, if any, any other Parity Lien Obligations to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount Holders of Notes (including on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Additional Notes) and other pari passu Indebtedness tendered pursuant to Excess Proceeds remain after consummation of an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by holders thereof Parity Lien Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to Parity Lien Obligations shall be purchased on a pro rata basisbasis based on the principal amount of Notes and such other Parity Lien Obligations tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) . If the Company or a Subsidiary consummates any Asset Sales, within 30 thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $5 10.0 million, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes, if any) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which Sales and the aggregate amount of Excess Proceeds exceeds $5 million10,000,000, the Company will shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.