Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at 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 60 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 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 Indenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes 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 of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes 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. Holders of Notes that are the subject of an offer to purchase 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) Upon the occurrence of If a Change of ControlControl Triggering Event occurs with respect to the Notes, each Holder of the Notes will shall have the right to require the Company to repurchase all or any part (part, equal to $1,000 2,000 or an integral multiple thereof) of $1,000, of such Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture below (the "“Change of Control Offer") at an ”). The offer price in any Change of Control Offer shall be payable in cash equal to and shall be 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest interest, if any and Liquidated Damages thereonAdditional Interest, if any, on the Notes (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (the "“Change of Control Payment"”). Within 60 thirty (30) days following any Change of ControlControl Triggering Event unless the Company has exercised its right to redeem all of the Notes as described in Section 3.07 of the Indenture, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in such notice, which date the notice (the “Change of Control Payment Date”). The Change of Control Payment Date shall be no earlier than 30 thirty (30) days and no later than 60 sixty (60) days from the date such the notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, If the Company or any such a Restricted Subsidiary may apply such Net Proceedsconsummates any Asset Sales, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When when the aggregate amount of Excess Proceeds exceeds $10.0 35.0 million, the Company will be required to shall make an offer pursuant to Section 4.17 of the Indenture (an “Asset Sale Offer”) to all Holders of Notes (an "the Notes, and all holders of other pari passu Indebtedness of the Company containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds from any Asset Sale Offer") Sale, to purchase the maximum principal amount of the Notes and such other pari passu Indebtedness of the Company that may be purchased out of the Excess Proceeds, at Proceeds (an “Asset Sale Offer”). The offer price in any Asset Sale Offer shall be payable in cash in an amount equal to and shall be 100% of the principal amount thereof of any Notes and pari passu Indebtedness, plus accrued and unpaid interest interest, if any, and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase, . Each Asset Sale Offer shall be made in accordance with the procedures set forth in the IndentureIndenture and the other pari passu Indebtedness of the Company. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any the remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and the other pari passu indebtedness of the Company tendered into the 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. Upon completion of such offer to purchasethe 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 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.. Table of Contents

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of Control, each Holder occurs, the Issuers shall make an offer (a “Change of Notes will have the right to require the Company 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 such each Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer 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"”). Within 60 10 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control 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 Offer as required by the Indenture and described in such noticeIndenture. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company If ▇▇▇▇ Las Vegas or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or Restricted Subsidiaries consummate any Indebtedness Asset Sales, within 10 days following the earlier of any Restricted Subsidiary or (bi) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When date on which the aggregate amount of Excess Net Proceeds exceeds $10.0 million20.0 million or (ii) the date when the proceeds of any sale of assets are required, pursuant to the Company will Credit Agreement, to be required applied to make an offer to all Holders reduce Indebtedness of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out ▇▇▇▇ 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 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, to the extent required, the holders of such Pari Passu Debt pursuant to Sections 3.10 and 4.10 of the Indenture to repurchase such Notes and 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 thereon, if any, on the Notes and such other Pari Passu Debt to the date of purchaserepurchase, which offer price shall be payable in cash. The amount of any such Excess Proceeds less the 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 tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes 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 the Notes to be purchased on a pro rata basis. Upon completion holders of such offer Pari Passu Debt pursuant to purchase, the amount of Excess Proceeds shall be reset at zeroAsset Sale Offer as provided in the preceding sentence. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from ▇▇▇▇ 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) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at 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 60 20 days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the 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 mailedmailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to permanently repay or repurchase pari passu (and reduce the commitments under) Senior Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary a Guarantor or (b) to the acquisition of a controlling interest in another businessPermitted Business, or a majority of the Voting Stock of, a Permitted Business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company will shall be required to make an offer to all Holders of Notes and all holders of other Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other 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 of purchase, in accordance with the procedures set forth in the Indenturethis Indenture and such other Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other 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 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. Holders of Notes that are the subject of an offer to purchase 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) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company 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 such each Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash a Purchase Price equal to 101% of the aggregate principal amount thereof plus PLUS accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase (the "Change of Control Payment"). Within 60 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 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 Indenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes 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 of purchaserepurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, 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) On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent required by the terms of such Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis based on the aggregate amount amounts of Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, (and the Trustee shall select the tendered Notes to be purchased of tendering Holders on a pro rata basis. Upon completion of such offer to purchase, PRO RATA basis A-6 based on the amount of Excess Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased required by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Noteslaw.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 4.14 of the Indenture (the "Change of Control Offer") at 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 60 days following any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may shall apply such Net Proceeds, at its optionoption (or to the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) to repay or repurchase pari passu purchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary Subsidiary, provided that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth in the Indenture) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) to the acquisition of a controlling interest an investment in another businessproperty, the making of a capital expenditure or the acquisition of other long-term assets, in each case, assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes 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 of purchase, in accordance with the procedures set forth in the this Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisas set forth under Sections 3.02 and 3.03 of the Indenture. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase 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) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to repurchase make an Offer to Purchase (a “Change of Control Offer”) all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture at a purchase price (the "Change of Control Offer"“Purchase Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the "foregoing, a Change of Control Payment"). Within 60 Offer shall be deemed to have been made if (i) within thirty (30) days following any a Change of Control, the Company will mail a notice commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the date procedures specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from Section 3.8 of the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) Within 360 days after If the receipt Company or any of any Net Proceeds from its Restricted Subsidiaries consummates an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales therefrom that are not applied or invested as provided in the first sentence third paragraph of this paragraph Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sale will be deemed to constitute "Excess Proceeds." . When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Company will be required to make an offer Offer to Purchase (“Asset Sale Offer”) to all Holders and all holders of Notes (an "Asset Sale Offer") Pari Passu Debt 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, in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but excluding the date of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders of Notes that are the subject of a Change of Control Offer or an offer Asset Sale Offer (each, an “Offer to purchase Purchase”), will receive notice of an Offer to Purchase 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 Notes” appearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 100,000 or an integral multiple thereofof $100,000) of such Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture (the "a “Change of Control Offer"”) at an offer a purchase price in cash equal to (x) 105% of the then outstanding principal amount of the Notes, plus accrued and unpaid interest, if any, on the Notes repurchased, to the Purchase Date if such Change of Control occurs prior to the Qualifying IPO or (y) 101% of the aggregate then outstanding principal amount thereof of the Notes, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, on the Notes repurchased, to the date of purchase (the "Purchase Date if such Change of Control Payment"). Within 60 days following any Change occurs after the Qualifying IPO (subject to the right of ControlHolders of record on the relevant record date to receive interest to, but excluding, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 Indenture and described in such noticePurchase Date). (b) Within 360 days after If the receipt Company or one of its Subsidiaries consummates any Asset Sales, they shall not be required to apply any Net Proceeds Available Cash in accordance with the Indenture until the aggregate Net Available Cash from an all Asset SaleSales following the date the Notes are first issued exceeds $5.0 million. Thereafter, the Company or any such Restricted Subsidiary may apply such Net Proceedsshall, at its option, (a) to repay or repurchase pari passu Indebtedness after application of the Company or any Indebtedness additional aggregate $5.0 million of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested Available Cash as provided in the first sentence second paragraph of this paragraph will be deemed to constitute "Excess Proceeds." When Section 4.12 of the aggregate amount of Excess Proceeds exceeds $10.0 millionIndenture, the Company will be required to make commence an offer for Notes pursuant to all Holders of Notes the Indenture by applying the Net Available Cash (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes 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 purchase, such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsNet Available Cash, the Company (or such Subsidiary) may use such deficiency first to repay certain credit facilities or any remaining Excess Proceeds other Senior Debt of the Company or any Guarantor or Debt of any Subsidiary of the Company that is not a Guarantor (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company), and only thereafter, for general corporate purposesany purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsNet Available Cash, the Trustee shall select the Notes 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. 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) Upon the occurrence of If there is a Change of Control, the Issuers will make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonon the Notes purchased, if any, to to, but excluding, 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 60 30 days following any Change of Control, the Company Issuers will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control 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 Offer as required by Section 4.15 of the Indenture and described in such noticeIndenture. (b) Within 360 days after The Company and its Subsidiaries must use the receipt of any Net Proceeds from an any Asset SaleSale (including a Designated Asset Disposition), the Company Casualty Event or Condemnation Event that remain after any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final required application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by to the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence repayment of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required Priority Lien Obligations to make an offer to all Holders of Notes (an "Asset Sale Offer") " to purchase all holders of Notes and all holders of other Parity Lien Obligations containing provisions similar to those set forth in the Indenture with respect to offers to purchase, repay or redeem with the proceeds of sales of assets, the maximum principal amount of Notes notes and such other Parity Lien Obligations that may be purchased purchased, repaid or redeemed out of the Excess such Net 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 thereon, if any, to the date of purchase, and will be payable in cash. If any of such Net Proceeds remain after consummation of an Asset Sale Offer, the Company and its Subsidiaries may use those excess Net Proceeds for any purpose not otherwise prohibited by the Indenture, including the making of Restricted Payments in accordance with the procedures set forth covenant described in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes 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. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.Section 4.07

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture below (the "Change of Control Offer") at 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 60 30 days following any Change of Control, the Company will notify the Trustee thereof and mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 mailedmailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceedsmay, at its option, within 12 months after such Asset Sale, (ai) apply all or a portion of the Net Cash Proceeds to repay or repurchase pari passu purchase Applicable Indebtedness (and, in the case of revolving loans and other similar obligations, permanently reduce the commitment thereunder), or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Issue Date or in businesses the same, similar or reasonably related thereto; provided, that, to the extent that such Net Cash Proceeds represent proceeds of Collateral, (A) none of such properties and assets obtained shall consist of Excluded Assets and (B) such properties and assets obtained shall be expressly made subject to a first priority Lien (subject to Permitted Liens) with respect to the Notes. If any Indebtedness such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of any Restricted Subsidiary such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (bii) (without regard to the acquisition of a controlling interest parenthetical contained in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Businesssuch clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement credit borrowings or otherwise invest such Net Cash Proceeds in any a manner that is not prohibited by the Indenture. Any The amount of such Net Cash Proceeds from Asset Sales that are not applied or invested so used as provided set forth above in the first sentence of this paragraph will be deemed to shall constitute "Excess Proceeds." ". When the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Company will be required to will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes 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 of purchaseon a pro rata basis, in accordance with the procedures set forth in the Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer such offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered validly tendered and not withdrawn by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall will be reset at to zero. Holders of Notes that are the subject of an offer to purchase 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) Upon the occurrence of If a Change of ControlControl occurs, the Company shall be required to make an offer to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of such Holder's ’s Notes pursuant to the offer terms described in Section 4.15 of the Indenture (the "“Change of Control Offer"”) at an offer price in cash 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")repurchase. Within 60 30 days following any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control 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 Offer as required by the Indenture and described in such noticeIndenture. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, If the Company or any such a Restricted Subsidiary may apply such Net Proceedsconsummates any Asset Sales, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When when the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company will be required to shall make an offer pursuant to Section 4.10 of the Indenture (an “Asset Sale Offer”) to all Holders of Notes (an "Asset Sale Offer") 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 to purchase the maximum principal amount (or accreted value, as applicable) of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an Proceeds (the “Offer Amount”). The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount (or accreted value, as applicable) thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, thereon to the date of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount (or accreted value, as applicable) of Notes surrendered by Holders thereof and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness shall select the Notes to be purchased on a pro rata basisbasis on the basis of the aggregate principal amount (or accreted value, as applicable) of Notes and the other pari passu Indebtedness tendered. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the 365-day period specified in the Indenture. Holders of Notes that are the subject of an offer to purchase 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) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 4.14 of the Indenture (the "Change of Control Offer") at 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 repurchase (the "Change of Control Payment"). Within 60 days following any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary Subsidiary, as the case may be, shall apply such Net Proceeds, at its optionoption (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) to repay or repurchase pari passu Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary Subsidiary, as the case may be, provided that, if the Company shall so repay or purchase Pari Passu Indebtedness of the A1-R-2 Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) to the acquisition of a controlling interest an investment in another businessproperty, the making of a capital expenditure or the acquisition of other long-term assets, in each case, assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." ". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes 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 of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase 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) Upon the occurrence of a Change of Control, each Holder of Dollar Notes will have the right to require the Company to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Dollar Notes pursuant to the offer described in Section 4.15 of the Indenture below (the "Change of Control Offer") at an offer 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 60 30 days following any Change of Control, the Company will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control 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 Offer as required by the Indenture and described in such noticeIndenture. (b) Within 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 after following the receipt of any such Net Proceeds from an Asset SaleCash Proceeds, to the extent the Company (or any such Restricted Subsidiary Subsidiary, as the case may apply such Net Proceeds, at its optionbe) elects, (a) to repay the permanent redemption or repurchase pari passu 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 any Indebtedness of any such Restricted Subsidiary or 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 acquisition contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset Sale of assets, or Equity Interests, of a controlling interest in another business, the making Foreign Subsidiary may be used to retire Indebtedness of a capital expenditure Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign Subsidiary. The balance of such Net Cash Proceeds, after the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided described in the first sentence of this paragraph will be deemed to immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." " (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make an a pro rata offer to all Holders of Notes and PARI PASSU Indebtedness with comparable provisions requiring such Indebtedness to be purchased with the proceeds of such Asset Sale (an "Asset Sale Offer") to purchase the maximum principal amount or accreted value in the case of Indebtedness issued with an original issue discount of Notes and PARI PASSU Indebtedness that may be purchased out of the Excess 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 of purchasepurchase (subject to the right of Holders 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and 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. Upon completion completion, of such offer to purchaseAsset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse zero for purposes of the Notesfirst sentence of this paragraph.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Secured Notes pursuant to the offer described in Section 4.15 of the Indenture whole or in part (the "Change of Control Offer") at an offer a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, and Liquidated Damages thereonSpecial Interest, if any, and Additional Amounts, if any, to the date of purchase (the "Change of Control Payment")Payment Date on the terms described in this Indenture. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if (a) the ratings assigned to the Secured Notes by ▇▇▇▇▇'▇ and S&P prior to the announcement are not downgraded or placed on a negative credit watch by either such rating agency as a result thereof and (b) no Default has occurred and is continuing. Within 60 30 days following any Change of Control, the Company will mail shall send, or cause to be sent, by first class mail, postage prepaid, a notice to each Holder describing the transaction or transactions that constitute regarding the Change of Control and offering Offer 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 Indenture and described in such notice. (b) Within 360 days after the receipt each Holder of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted BusinessSecured Notes. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence The Holder of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes 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 of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes 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. Holders of Notes that are the subject of an offer to purchase Secured Note may elect to have such Notes this Secured Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Elect Require Purchase" on appearing below and tendering this Secured Note pursuant to the reverse Change of Control Offer. Unless the Issuer defaults in the payment of the Change of Control Payment with respect thereto, all Secured Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest (and Additional Amounts, if any, and Special Interest, if any) from and after the Change of Control Purchase Date. (b) If, as of the first day of any calendar month, the aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds exceeds 10% of consolidated total assets of the Company, and if the excess aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds not theretofore subject to an Excess Proceeds Offer (the "Excess Proceeds Offer Amount"), totals as least $10.0 million, the Issuer must, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to purchase from the Holders pursuant to and subject to the conditions contained in the Indenture on a pro rata basis an aggregate principal amount of Secured Notes equal to such excess aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds available on such first day of the month, at a purchase price equal to 100% of their principal amount, plus, in each case, any accrued interest (including Additional Amounts and Special Interest, if any) to the date of purchase. The Company is also required, not later than the fifteenth Business Day of such month, to make an offer to purchase 12 1/4% Senior Notes due 2006 (the "New Senior Notes.") at a purchase price equal to 100% of their principal amount, plus any accrued interest (including "special interest") to the date of purchase. The Excess Proceeds Offer Amount will be allocated on a pro rata basis between the Issuer for its Excess Proceeds Offer to Holders of the Secured Notes and the Company for its "Excess Proceeds Offer" to the Holders of the New Senior Notes. The Company will prepay the Issuer Loans on a pro rata basis, or make loans constituting Subordinated Obligations to the Issuer, to permit the Issuer to purchase any Secured Notes validly tendered pursuant to an Excess Proceeds Offer. Any amounts remaining after all Secured Notes validly tendered are purchased shall no longer constitute Sale Excess Proceeds or Loss Excess Proceeds. Within 30 days of the date the excess amount of Sale Excess Proceeds and Loss Excess Proceeds in excess of 10% of consolidated total assets of the Company exceeds $10.0 million, the Issuer shall send, or cause to be sent, by first class mail, postage prepaid, a notice regarding the Excess Proceeds Offer to each

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer a purchase price 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, 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 60 30 days following any Change of Control, the Company will mail or cause to be mailed a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control 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 Offer as required by the Indenture and described in such noticeIndenture. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, If the Company or any such a Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or consummates any Indebtedness Asset Sales, within 30 days of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When date on which the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will be required to make an offer Asset Sale Offer to all Holders of Notes (an "Asset Sale Offer") and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to purchase those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of asset sales, to purchase, prepay or redeem the maximum principal amount of Notes 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 . The offer price 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 thereoninterest, if any, to the date of purchase, in accordance with prepayment or redemption, subject to the procedures set forth in the Indenture. To the extent that the aggregate amount rights of Holders of Notes tendered pursuant on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer is less than the Offer, such amounts shall no longer be considered Excess Proceeds, Proceeds for purposes of this Indenture and the Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness tendered in (or required 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 basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds shall will 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) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company 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 such each Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash 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 60 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 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 Indenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes 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 of purchaserepurchase, in accordance with the procedures set forth in the Indenture. To Within 30 days following any Change of Control, the extent that Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) On the 181st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of the relevant Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3) of the first paragraph of Section 4.10 of the Indenture or on the date of consummation of an Excluded Sale (such date, a "Net Proceeds Offer Trigger Date"), the aggregate amount of such Net Cash Proceeds (that have not been applied as set forth in clause (3) of the first paragraph of Section 4.10 of the Indenture on or before such Net Proceeds Offer Trigger Date in the case of any Asset Sale other than an Excluded Sale) (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a "Net Proceeds Offer") on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders, on a pro rata basis, that amount of Notes tendered pursuant equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with Section 4.10 (c) Each Net Proceeds Offer is less than will be mailed to the Excess Proceedsrecord Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the Company may use any remaining Excess Proceeds for general corporate purposes. If tendered Notes will be purchased pro rata based on the aggregate principal amount amounts of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, tendered (and the Trustee shall select the tendered Notes to be purchased on a of tendering Holders pro rata basis. Upon completion of such offer to purchase, based on the amount of Excess Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased required by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Noteslaw.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 4.14 of the Indenture (the "Change of Control OfferCHANGE OF CONTROL OFFER") at 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 PaymentCHANGE OF CONTROL PAYMENT"). Within 60 90 days following any Change of Control, the Company will, or will cause the Trustee to, mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such the Restricted Subsidiary Subsidiary, as the case may be, shall apply such the Net Proceeds, at its optionoption (or to the extent the Company is required to apply the Net Proceeds pursuant to the terms of the New Credit Facilities), (a) to repay or repurchase pari passu purchase Senior Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary Subsidiary, as the case may be; or (bb)(i) to the acquisition of a controlling interest in another businessan investment in property, the making of a capital expenditure or the acquisition of other long-term assets, in each case, assets that are used or useful in a Permitted BusinessBusiness or (ii) in the acquisition of Capital Stock of any Person primarily engaged in a Permitted Business if (x) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary or (y) the Investment in that Capital Stock is permitted by clause (14) of the definition of Permitted Investments; or (c) apply the Net Proceeds of any Asset Sale or commence an offer or otherwise become obligated to prepay Pari Passu Indebtedness not exceeding the Pari Passu Indebtedness Pro Rata Share; or (d) apply up to 50% of such Net Proceeds to the purchase, prior to the second anniversary of the indentures, of not more than $60.0 million aggregate original face amount of the Seller Note at a purchase price not exceeding the accreted value at the date of purchase. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such those Net Proceeds in any manner that is not prohibited by the this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess ProceedsEXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale OfferASSET SALE OFFER") to purchase the maximum principal amount of Notes 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 of purchase, in accordance with the procedures set forth in the this Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisas set forth under Sections 3.02 and 3.03 of the Indenture. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase 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) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 or an integral multiple in excess thereof) of such that Holder's ’s Notes pursuant to an offer by the offer described in Section 4.15 of the Indenture Company (the "a “Change of Control Offer"”) at an offer price (a “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, thereon, to the date of purchase repurchase (the "“Change of Control Payment"Payment Date,” which date shall be no earlier than the date of such Change of Control), provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has mailed the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the requirement to consummate the Change of Control and redeems the Notes in accordance with such notice. Within 60 30 days following any Change of Control, the Company will shall mail a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date Change of Control Payment 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 Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, Proceeds at its option, : to repay (aA) Indebtedness secured by such assets; (B) to repay purchase Replacement Assets (or repurchase pari passu Indebtedness enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 60 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)); or (C) any combination of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Businessforegoing. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any On the 366th day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds from relating to such Asset Sales that are not applied or invested Sale as provided set forth in the first sentence of this paragraph will be deemed to constitute "Section 4.10(b) (each such date being referred as an “Excess Proceeds." When the Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds exceeds $10.0 million, Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Company will be required to make an offer (an “Asset Sale Offer”) to all Holders of Notes (an "Asset Sale Offer") and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, with a copy to the Trustee, to purchase the maximum principal amount of Notes and such 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 shall be equal to 100% of the principal amount thereof of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase, and shall be payable in accordance with cash. The Company may defer the procedures set forth Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $25.0 million resulting from one or more Asset Sales, at which time the Indenture. To the extent that the aggregate entire unutilized amount of Notes tendered pursuant to Excess Proceeds (not only the amount in excess of $25.0 million) shall be applied as provided in Section 4.10(c). If any Excess Proceeds remain after consummation of an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness shall select the Notes to be purchased on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds subject to such Asset Sale shall no longer be reset at zero. Holders of Notes that are the subject of an offer deemed to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesbe Excess Proceeds.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 4.14 of the Indenture (the "Change of Control OfferCHANGE OF CONTROL OFFER") at 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 repurchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 60 90 days following any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary Subsidiary, as the case may be, shall apply such Net Proceeds, at its optionoption (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) to repay or repurchase pari passu Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary Subsidiary, as the case may be, PROVIDED that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) to the acquisition of a controlling interest an investment in another businessproperty, the making of a capital expenditure or the acquisition of other long-term assets, in each case, assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." EXCESS PROCEEDS". When the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale OfferASSET SALE OFFER") to purchase the maximum principal amount of Notes 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 of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase 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) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to repurchase make an Offer to Purchase (a “Change of Control Offer”) all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture at a purchase price (the "Change of Control Offer"“Purchase Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the "foregoing, a Change of Control Payment"). Within 60 Offer shall be deemed to have been made if (i) within 30 days following any a Change of Control, the Company will mail a notice commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the date procedures specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from Section 3.8 of the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) Within 360 days after If the receipt Company or any of any Net Proceeds from its Restricted Subsidiaries consummates an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales therefrom that are not applied or invested as provided in the first sentence third paragraph of this paragraph Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sale will be deemed to constitute "Excess Proceeds." . When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Company will be required to make an offer Offer to Purchase (“Asset Sale Offer”) to all Holders and all holders of Notes (an "Asset Sale Offer") Pari Passu Debt 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, in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but excluding the date of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders of Notes that are the subject of a Change of Control Offer or an offer Asset Sale Offer (each, an “Offer to purchase Purchase”), will receive notice of an Offer to Purchase 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 Notes” appearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to repurchase make an Offer to Purchase (a “Change of Control Offer”) all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture at a purchase price (the "Change of Control Offer"“Purchase Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the "foregoing, a Change of Control Payment"). Within 60 Offer shall be deemed to have been made if (i) within thirty (30) days following any a Change of Control, the Company will mail a notice commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the date procedures specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from Section 3.8 of the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) Within 360 days after If the receipt Company or any of any Net Proceeds from its Restricted Subsidiaries consummates an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales therefrom that are not applied or invested as provided in the first sentence third paragraph of this paragraph Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sale will be deemed to constitute "Excess Proceeds." . When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Company will be required to make an offer Offer to Purchase (“Asset Sale Offer”) to all Holders and all holders of Notes (an "Asset Sale Offer") Pari Passu Debt 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, in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but excluding the date of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders of Notes that are the subject of a Change of Control Offer or an offer Asset Sale Offer (each, an “Offer to purchase Purchase”), will receive notice of an Offer to Purchase 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 Notes” appearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company shall be required to make a Change of Control Offer to each Holder of Notes will Notes, unless the Company have the exercised its right to require redeem all the Company Notes pursuant to Section 3.7 of the Indenture, to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, on the Notes repurchased, to the date of purchase (purchase. On or prior to the "Change of Control Payment"). Within 60 date that is 30 days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date Change of Control Payment Date specified in such the 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 Indenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, If the Company or any such a Restricted Subsidiary may apply such Net Proceedsconsummate any Asset Sales, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make shall commence an offer Asset Sale Offer to all Holders of Notes (an "Asset Sale Offer") 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 to purchase the maximum principal amount of Notes and such 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 shall be equal to 100% of the principal amount thereof (or accreted value, as applicable) of the Notes and such other pari passu Indebtedness in each case equal to $2,000 or an integral multiple of $1,000 in excess thereof, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase, and shall be payable in accordance with cash. If any Excess Proceeds remain after the procedures set forth in the Indenture. To the extent that the aggregate amount consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company or any of its Restricted Subsidiaries may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness 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 to be purchased and such other pari passu Indebtedness 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 such offer to purchaseeach 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 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) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to repurchase make an Offer to Purchase (“Change of Control Offer”) all or any part (equal to $1,000 US$2,000 or an integral multiple of US$1,000 in excess thereof) of such each Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture at a purchase price (the "Change of Control Offer"“Purchase Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date of purchase to receive interest due on an interest payment date falling on or prior to the Purchase Date) (the "“Change of Control Payment"”). Within 60 For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following any a Change of Control, the Company will mail a notice commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the date procedures specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from Section 3.8 of the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) Within 360 days after the receipt If Tembec Inc. or any of any Net Proceeds from its Restricted Subsidiaries consummates an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales therefrom that are not applied or invested as provided in the first sentence third paragraph of this paragraph Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sale will be deemed to constitute "Excess Proceeds." . When the aggregate amount of Excess Proceeds exceeds $10.0 US$15.0 million, within thirty days thereof, the Company will be required to make an offer Offer to Purchase (“Asset Sale Offer”) to all Holders and all holders of Notes (an "Asset Sale Offer") Pari Passu Indebtedness 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, in each case, equal to the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but excluding the date of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Indebtedness to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Indebtedness. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders of Notes that are the subject of a Change of Control Offer or an offer Asset Sale Offer (each, an “Offer to purchase Purchase”), will receive notice of an Offer to Purchase 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 Notes” appearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 thereof) of such Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture (the "a Change of Control Offer") Offer at 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")purchase. Within 60 30 days following any Change of Control, the Company will mail a notice to each Holder describing describing, among other things, the transaction or transactions that constitute the Change of Control 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 Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, Proceeds at its option, option (a1) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or Credit Facilities and, if the Credit Facilities repaid are revolving credit Indebtedness, including a corresponding reduction in the commitments with respect thereto, (b2) to repay amounts owing under Indebtedness (other than the acquisition of Credit Facilities and Subordinated Obligations) that is secured by a controlling interest in another businessLien, which Lien is permitted by the making of Indenture, and/or (3) to purchase Replacement Assets or to make a capital expenditure in or the acquisition of other long-term assets, in each case, that is used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this preceding paragraph will be deemed to shall constitute "“Excess Proceeds." When ” Within 30 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to 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 (an "Asset Sale Offer") or any Subsidiary Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such 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 shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonadditional interest, if any, to the date of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other pari passu Indebtedness 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 basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of such offer to purchaseeach 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 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) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company 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 such each Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash a Purchase Price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Additional Interest, if any, to the date of repurchase, in accordance with the procedures set forth in the Indenture. Within 5 Business Days following any Change of Control, the Company shall send by first-class mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) On the 271st day after an Asset Sale, or the 30th day after the termination of the acquisition agreement referred to in clause (3) of paragraph (a) of Section 4.10 of the Indenture, as applicable, or such earlier date, if any, as the Board of Directors of the Company determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (3) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders and the holders of any Senior Secured Indebtedness the terms of which require that an offer be made to all holders of such Senior Secured Indebtedness and, to the extent that such Net Proceeds Offer Amount relates to an Asset Sale of assets or property that did not constitute Collateral at the time of such Asset Sale and the terms of any pari passu Indebtedness require that an offer to purchase be made to all holders of such pari passu Indebtedness, to all holders of such Senior Secured Indebtedness and pari passu Indebtedness on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of such Senior Secured Indebtedness and pari passu Indebtedness on a pro rata basis, that amount of Notes (and Senior Secured Indebtedness and pari passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes (and Senior Secured Indebtedness and pari passu Indebtedness) to be purchased, plus accrued and unpaid interest (and Additional Interest, if any) thereon, if any, to the date of purchase purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the "Change Trustee shall select the tendered Notes of Control Payment"tendering Holders on a pro rata basis based on the amount of Notes tendered). Within 60 A Net Proceeds Offer shall remain open for a period of 20 business days following any Change or such longer period as may be required by law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of Control$10 million resulting from one or more Asset Sales (at which time, the Company will mail a notice to each Holder describing entire unutilized Net Proceeds Offer Amount, and not just the transaction or transactions that constitute the Change amount in excess of Control and offering to repurchase Notes on the date specified in such notice$10 million, 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 applied as required by the Indenture and described in such noticeabove). (bc) Within 360 days after the receipt of any Any Net Loss Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) Event of Loss with respect to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales Collateral that are not applied or invested as provided in the first sentence of this paragraph Section 4.19 of the Indenture within the time periods set forth therein will be deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million5.0 million (such date, the "Loss Proceeds Offer Trigger Date"), the Company will be required to make an offer to all Holders and the holders of Notes any Senior Secured Indebtedness the terms of which require that an offer be made to all holders of such Senior Secured Indebtedness (an a "Asset Sale Loss Proceeds Offer") to purchase on a date (the "Loss Proceeds Offer Payment Date") not less than 25 days following the 90th day after the Event of Loss, or the 271st day after the Event of Loss if the Company had determined such longer period was applicable in accordance with Section 4.19 of the Indenture, the maximum principal amount of Notes (and Senior Secured Indebtedness) that may be purchased out of the such Excess Proceeds, Loss Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof of Notes and Senior Secured Indebtedness to be purchased, plus accrued and unpaid interest and Liquidated Damages (including Additional Interest, if any) thereon, if any, to the date of purchasepurchase (subject to the right of Holders of record on a record date to receive interest and Additional Interest, if any, on the relevant interest payment date in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposesherein). If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsLoss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion To the extent that the aggregate amount of such offer Notes tendered pursuant to purchasea Loss Proceeds Offer is less than the Loss Proceeds Offer Amount, the amount Company may apply any remaining Net Loss Proceeds to any purpose consistent with the Indenture and, following the consummation of Excess each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset at to zero. Holders Notwithstanding anything to the contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior to the expiration of 270 days after the occurrence of an Event of Loss. (d) On the date that is ten Business Days following the 8 7/8% Notes that are Tender Offer Expiration Date, if an amount greater than $2.0 million remains in the subject of Repurchase Sub-Account, such remaining amount (the "Available Repurchase Amount") shall be applied by the Company to make an offer to purchase may elect (the "Special Notes Offer") to have such all Holders, on a date (the "Special Notes purchased by completing Offer Date") not earlier than 30 nor later than 45 days following the form entitled "Option 8 7/8% Notes Tender Offer Expiration Date from all Holders on a pro rata basis, that amount of Holder Notes equal in principal amount to Elect Purchase" on the reverse Available Repurchase Amount at a price equal to 98.782% of the Notesprincipal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Such Special Notes Offer shall be conducted in accordance with the provisions of the Indenture as if such offer were a Net Proceeds Offer, mutatis mutandis.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder the Issuer will be required to make an Offer to Purchase (a “Change of Notes will have the right to require the Company to repurchase Control Offer”) all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess thereof (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the portion of a Global Note constituting PIK Interest)) of such each Holder's ’s Notes pursuant to the offer described in Section 4.15 of the Indenture at a purchase price (the "Change of Control Offer"“Purchase Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the "foregoing, a Change of Control Payment"). Within 60 Offer shall be deemed to have been made if (i) within 30 days following any a Change of Control, the Company will mail a notice Issuer commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the date procedures specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from Section 3.8 of the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) Within 360 days after If the receipt Issuer or any of any Net Proceeds from its Restricted Subsidiaries consummates an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales therefrom that are not applied or invested as provided in the first sentence third paragraph of this paragraph Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sale will be deemed to constitute "Excess Proceeds." . When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Company Issuer will be required to make an offer Offer to Purchase (“Asset Sale Offer”) to all Holders and all holders of Notes (an "Asset Sale Offer") Pari Passu Debt 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, in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to but excluding the date of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company Issuer may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Issuer will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders of Notes that are the subject of a Change of Control Offer or an offer Asset Sale Offer (each, an “Offer to purchase Purchase”), will receive notice of an Offer to Purchase from the Issuer 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 Notes” appearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, and Liquidated Damages thereon to the date of purchase repurchase (the "Change of Control Payment"). Within 60 10 days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions stating: (1) that constitute the Change of Control Offer is being made pursuant to Section 4.15 of the Indenture and offering to repurchase that all Notes on tendered will be accepted for payment; (2) the date specified in such noticepurchase price and the purchase date, which date shall be no earlier later than 30 days and no later than 60 business days from the date such notice is mailedmailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the procedures Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required by to surrender the Indenture Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment A1-4 91 Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and described a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such noticelaws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, If the Company or any such a Restricted Subsidiary may apply such Net Proceedsconsummates any Asset Sales, at its option, (a) to repay or repurchase pari passu Indebtedness within five days of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When date on which the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Company will be required to make shall commence an offer to all Holders of Notes and, to the extent required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes 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 purchasesuch offer, in accordance with the procedures set forth in the IndentureIndenture or such Pari Passu Indebtedness as applicable. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds such deficiency for general corporate purposes. If the aggregate principal amount of Notes and any Pari Passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased repurchased on a pro rata basis. Upon completion of such offer to purchaserepurchase, the amount of Excess Proceeds shall be reset at zero. Holders If the aggregate principal amount of Notes that are and any Pari Passu Indebtedness surrendered by Holders thereof exceeds the subject amount of an Excess Proceeds, the Trustee shall select the Notes to be repurchased on a pro rata basis. Upon completion of such offer to purchase may elect to have such Notes purchased by completing repurchase, 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) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company 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 such each Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash a Purchase Price equal to 101% of the aggregate principal amount thereof plus PLUS accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase (the "Change of Control Payment"). Within 60 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 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 Indenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes 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 of purchaserepurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, 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) On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent required by the terms of such Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis based on the aggregate amount amounts of Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, (and the Trustee shall select the tendered Notes to be purchased of tendering Holders on a pro rata basis. Upon completion of such offer to purchase, PRO RATA basis based on the amount of Excess Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased required by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Noteslaw.

Repurchase at Option of Holder. The 2015 Debentures shall be purchased by the Company under the paragraph "Repurchase by the Company at the Option of the Holder" of the 2015 Debentures on November 8, 2005 and November 8, 2010 (aeach, a "Repurchase Date"), at the repurchase price specified therein (each, a "Optional Repurchase Price"), at the option of the Holder thereof, upon: (1) Upon delivery to the occurrence Paying Agent, by the Holder of a Change written notice of Controlpurchase (a "Holder Repurchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to a Repurchase Date until the close of business on the last Business Day prior to such Repurchase Date stating: (A) the certificate number of the 2015 Debenture which the Holder will deliver to be repurchased, (B) the portion of the Principal Amount of the 2015 Debenture which the Holder will deliver to be repurchased, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to which portion must be $1,000 or an integral multiple thereof, (C) that such 2015 Debenture shall be purchased as of the Repurchase Date pursuant to the terms and conditions specified under the paragraph "Repurchase by the Company at the Option of the Holder" of the 2015 Debentures and in this Indenture, (D) in the event that the Company elects, pursuant to Section 1502 hereof, to pay the Optional Repurchase Price to be paid as of such Repurchase Date, in whole or in part, in Common Stock but such portion of the Optional Repurchase Price shall ultimately be payable to such Holder entirely in cash because any of the conditions to payment of the Optional Repurchase Price in Common Stock is not satisfied prior to the close of business on such Repurchase Date, as set forth in Section 1504 hereof, whether such Holder elects (i) to withdraw such Holder Repurchase Notice as to some or all of the 2015 Debentures to which such Holder Repurchase Notice relates (stating the Principal Amount and certificate numbers of the 2015 Debentures as to which such withdrawal shall relate), or (ii) to receive cash in respect of the entire Optional Repurchase Price for all 2015 Debentures (or portions thereof) to which such Optional Repurchase Price relates, and (2) delivery of such 2015 Debenture to the Paying Agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Optional Repurchase Price therefor; provided, however, that such Optional Repurchase Price shall be so paid pursuant to this Article Fifteen only if the 2015 Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. If a Holder, in such Holder Repurchase Notice or in any written notice of withdrawal delivered by such Holder pursuant to the terms of Section 1509 hereof, fails to indicate such Holder's Notes choice with respect to the election set forth in clause (D) of Section 1501(a)(1), such Holder shall be deemed to have elected to receive cash in respect of the Optional Repurchase Price for all 2015 Debentures subject to the Holder Repurchase Notice in the circumstances set forth in such clause (D). The Company shall purchase from the Holder thereof, pursuant to this Article Fifteen, a portion of a 2015 Debenture only if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a 2015 Debenture also apply to the purchase of such portion of such 2015 Debenture. Any purchase by the Company contemplated pursuant to the offer described in Section 4.15 provisions of this Article Fifteen shall be consummated by the delivery of the Indenture (consideration to be received by the "Change of Control Offer") at an offer price in cash equal to 101% Holder promptly following the later of the aggregate principal amount thereof plus accrued Repurchase Date and unpaid interest and Liquidated Damages thereon, if any, the time of delivery of the Security to the date Paying Agent. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Holder Repurchase Notice contemplated by this Section 1501 shall have the right to withdraw such Holder Repurchase Notice at any time prior to the close of purchase (business on the "Change Business Day prior to the Repurchase Date by delivery of Control Payment")a written notice of withdrawal to the Paying Agent in accordance with Section 1509. Within 60 days following any Change of Control, The Paying Agent shall promptly notify the Company will mail a of the receipt by it of any Holder Repurchase Notice or written notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 withdrawal thereof. Anything herein to the procedures required by the Indenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assetscontrary notwithstanding, in each casethe case of Global Securities, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that Repurchase Notice 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 delivered or withdrawn and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, such 2015 Debentures may be surrendered or delivered for purchase in accordance with the applicable procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes 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. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesDepositary as in effect from time to time.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 or an integral multiple in excess thereof) of such that Holder's ’s Notes pursuant to an offer by the offer described in Section 4.15 of the Indenture Company (the "a “Change of Control Offer"”) at an offer price (a “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to thereon, to, but not including, the date of purchase repurchase (the "“Change of Control Payment"Payment Date,” which date shall be no earlier than the date of such Change of Control), provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has mailed or sent the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the requirement to consummate the Change of Control and redeems the Notes in accordance with such notice. Within 60 30 days following any Change of Control, the Company will shall mail or send a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date Change of Control Payment 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 mailedmailed or sent, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 360 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, Proceeds at its option, : (aA) to repay Indebtedness secured by such assets; (B) to purchase Replacement Assets (or repurchase pari passu Indebtedness enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 60 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)); or (C) any combination of the Company or any Indebtedness of any Restricted Subsidiary or foregoing clauses (bA) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Businessand (B). Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any On the 366th day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds from relating to such Asset Sales that are not applied or invested Sale as provided set forth in the first sentence of this paragraph will be deemed to constitute "Section 4.10(b) (each such date being referred as an “Excess Proceeds." When the Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds exceeds $10.0 million, Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Company will be required to make an offer (an “Asset Sale Offer”) to all Holders and all holders of other Indebtedness that is pari passu with the Notes (an "Asset Sale Offer") or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, with a copy to the Trustee, to purchase the maximum principal amount of Notes and such 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 shall be equal to 100% of the principal amount thereof of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to to, but not including, the date of purchase, and shall be payable in accordance with cash. The Company may defer the procedures set forth Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $50.0 million resulting from one or more Asset Sales, at which time the Indenture. To the extent that the aggregate entire unutilized amount of Notes tendered pursuant to Excess Proceeds (not only the amount in excess of $50.0 million) shall be applied as provided in Section 4.10(c). If any Excess Proceeds remain after consummation of an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness shall select the Notes to be purchased on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds subject to such Asset Sale shall no longer be reset at zero. Holders of Notes that are the subject of an offer deemed to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesbe Excess Proceeds.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company Issuer to repurchase all or any part (equal to $1,000 1.00 or an integral multiple thereof) of such Holder's Notes (a "CHANGE OF CONTROL OFFER") at a purchase price, in cash, equal to (x) 102% of the aggregate principal amount of the Notes repurchased if the Change of Control occurs prior to the earlier to occur of (A) September 11, 2006 and (B) the Issuer's satisfaction in full of its obligation to repurchase Notes out of Net Offering Proceeds pursuant to the offer described in Section 4.15 4.19 of the Indenture or (the "Change of Control Offer"y) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased if the Change of Control occurs on or after the earlier to occur of (A) September 11, 2006 and (B) the Issuer's satisfaction in full of its obligation to repurchase Notes out of the Net Offering Proceeds pursuant to Section 4.19 of the Indenture, in each case, plus accrued and unpaid interest and Liquidated Damages thereonSpecial Interest, if any, to on the date of purchase (the "Change of Control Payment"). Within 60 days following any Change of ControlNotes repurchased to, the Company will mail a notice to each Holder describing the transaction or transactions that constitute but excluding, the Change of Control and offering Payment Date (subject to repurchase Notes the right of Holders of record on the relevant record date specified in such noticeto receive interest to, which date shall be no earlier than 30 days and no later than 60 days but excluding, the Change of Control Payment Date). Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer from the Issuer prior to any related purchase date and may elect to have such notice is mailed, pursuant Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the procedures required by reverse of the Indenture and described in such noticeNotes. (b) Within 360 days after If the receipt Issuer or one of its Restricted Subsidiaries consummates any Asset Sales, they shall not be required to apply any Net Proceeds Available Cash in accordance with the Indenture until the aggregate Net Available Cash from all Asset Sales following the date the Notes are first issued exceeds $15.0 million. Thereafter, once the Issuer or its Restricted Subsidiaries accumulates an additional aggregate $15.0 million of Net Available Cash from all Asset SaleSales, the Company or any such Restricted Subsidiary may apply such Net ProceedsIssuer shall, at its option, (a) to repay or repurchase pari passu Indebtedness after application of the Company or any Indebtedness additional aggregate $15.0 million of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested Available Cash as provided in clause (a)(iii)(A) of Section 4.12 of the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 millionIndenture, the Company will be required to make commence an offer for Notes pursuant to all Holders the Indenture by applying the Net Available Cash in excess of Notes $15.0 million (an "Asset Sale OfferASSET SALE OFFER") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes 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 thereonSpecial Interest, if any, to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsNet Available Cash, the Company Issuer (or such Restricted Subsidiary) may use such excess Net Available Cash for any remaining Excess Proceeds purpose not prohibited by the Indenture, including the repurchase of any subordinated notes required upon an Asset Sale by the indenture pursuant to which such subordinated notes were issued or as a dividend or distribution for general corporate purposesthe repurchase of the Convertible Notes required upon an Asset Sale by the Convertible Notes Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsNet Available Cash, the Trustee Issuer shall select the Notes to be purchased on a pro rata basis. Upon completion in accordance with Section 3.09 of such offer to purchase, the amount of Excess Proceeds shall be reset at zeroIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer 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. To the extent an Asset Sale hereunder also constitutes an Asset Sale under the OpCo Senior Indenture or the OpCo Subordinated Indenture, an Asset Sale Offer is only required to be made out of the proceeds which remain after application of the proceeds in accordance with the OpCo Senior Indenture and the OpCo Subordinated Indenture and to the extent that such remaining proceeds may be paid as a dividend or distribution to the Issuer without violation of state surplus laws and the terms of the OpCo Senior Indenture, the OpCo Subordinated Indenture and the Senior Credit Facilities. (c) Each Holder shall have the right to require the Issuer to repurchase all or any part (equal to $1.00 or an integral multiple thereof) of such Holder's Notes pursuant to each offer described below (an "IPO REDEMPTION OFFER") at the purchase price (expressed as percentages of principal amount), in cash set forth below (the "IPO REDEMPTION PURCHASE PRICE"), plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to, but excluding, the IPO Redemption Date (subject to the right of Holders on the relevant record date to receive interest to, but excluding, the IPO Redemption Payment Date (as defined below)) upon the completion of an Initial Public Offering and, if the Net IPO Proceeds are insufficient to permit the repurchase of the IPO Redemption Amount, of each subsequent underwritten public offering of common stock of SFC (each a "SUBSEQUENT OFFERING") during the periods indicated below to the extent of the Net Offering Proceeds therefrom:

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such Holderthat holder's Notes pursuant to the offer described in Section 4.15 of the Indenture below (the "Change of Control Offer") at an on the terms set forth in the Indenture. In the Change of Control Offer, the Company shall offer price a 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 60 30 days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 holder as required by the Indenture and described in such noticeIndenture. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, If the Company or a Subsidiary consummates any such Restricted Subsidiary may apply such Net ProceedsAsset Sales, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When and when the aggregate amount of Excess Proceeds exceeds $10.0 50.0 million, or at such earlier point as may be elected by the Company, the Company will be required to shall make an offer to all Holders of Notes and all holders of other Indebtedness that is Priority Lien Debt and that contains provisions similar to those set forth in the Indenture with respect to offers to purchase, redeem or prepay with the proceeds of sales of assets (an "Asset Sale Offer") ), to purchase purchase, redeem or prepay the maximum principal amount of Notes and such other Priority Lien Debt (and cash collateralize letters of credit constituting Priority Lien Debt) that may be purchased purchased, redeemed, prepaid or cash collateralized out of the Excess Proceeds (including each series of Existing Indebtedness that contains similar asset sale provisions), provided that if a Priority Lien Document governing a Series of Priority Lien Debt requires the purchase, redemption or prepayment of such Priority Lien Debt and/or the cash collateralization of letters of credit constituting Priority Lien Debt with such Excess Proceeds, at in lieu of making an offer to purchase, redeem or prepay such Priority Lien Debt, the Company may use a pro rata portion of any Excess Proceeds to purchase, redeem or prepay such Priority Lien Debt and cash collateralize letters of credit constituting Priority Lien Debt, as applicable. 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 of purchase, 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 tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Priority Lien Debt tendered into such Asset Sale Offer or otherwise required to be purchased, redeemed, prepaid or cash collateralized exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and such other Priority Lien Debt to be purchased on a pro rata basis. Upon completion of such offer to purchaseeach 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 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) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer to repurchase on the Change of Control Payment Date all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's the outstanding Senior Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer a purchase price in cash equal to 101101 % of the aggregate principal amount thereof plus accrued and unpaid interest interest, and Liquidated Damages thereonDamages, if any, any thereon to the date of purchase (the "Change of Control Payment"). Within 60 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 Payment Date. Holders of Senior Notes that are subject 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 an offer to purchase will receive a Change of Control Offer from the date Company prior to any related Change of Control Payment Date and may elect to have such notice is mailed, pursuant Senior Notes purchased by completing the form entitled "Option of Holder to the procedures required by the Indenture and described in such noticeElect Purchase" appearing below. (b) Within 360 days after The Company shall be required when the receipt cumulative amount of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Excess Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required million to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount and/or accreted value, as applicable, of Senior Notes and Pari Passu Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof of the Senior Notes and 100% of the accreted value or 100% of the outstanding principal amount, as applicable, of the Pari Passu Notes, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchase, in such accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount and/or aggregate accreted value, as the case may be, of Senior Notes and Pari Passu Notes surrendered by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and Pari Passu Notes to be purchased on a pro rata basis. Upon completion basis (with such adjustments as may be deemed appropriate by the Company so that only Senior Notes and Pari Passu Notes in denominations of such offer to purchase$1,000, the amount of Excess Proceeds or integral multiples thereof shall be reset at zeropurchased). Holders of Senior Notes that are the subject of an offer to purchase will receive an Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Senior 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) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such Holder's Notes pursuant to the offer described in Section 4.15 4.14 of the Indenture (the "Change of Control OfferCHANGE OF CONTROL OFFER") at 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 PaymentCHANGE OF CONTROL PAYMENT"). Within 60 15 days following any Change of Control, the Company will, or will cause the Trustee to, mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control 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 Indenture and described in such notice. (b) Within 360 days after If all or a portion of the receipt Net Cash Proceeds of any Net Proceeds from an Asset Sale are not applied to prepay or repay permanently any Senior Indebtedness then outstanding as provided by the terms thereof (and to effect a corresponding commitment reduction in the event that the Senior Indebtedness prepaid or repaid is not a term loan) within 12 months of the closing of such Asset Sale, or if no such Senior Indebtedness is then outstanding, then the Company may within 12 months of such Asset Sale invest in properties and assets that replace the property or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay assets that were the subject of the Asset Sale; or repurchase pari passu Indebtedness invest in properties and assets that will be used in the businesses of the Company or any Indebtedness its Restricted Subsidiaries existing on the date of any Restricted Subsidiary the Indenture or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenturebusinesses reasonably related thereto. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess ProceedsEXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds equals $10.0 million, 25.0 million or more the Company shall apply the Excess Proceeds to the repayment of the Notes and any Pari Passu Indebtedness required to be repurchased under the instrument governing such Pari Passu Indebtedness. The Company will be required to make an offer to all Holders of Notes (an "Asset Sale OfferASSET SALE OFFER") in accordance with the provisions set forth in the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount (the "NOTE AMOUNT") equal to 100% the product of such Excess Proceeds multiplied by a fraction, the A2-5 numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount thereof plus accrued of the Notes and unpaid interest and Liquidated Damages thereon, if any, such Pari Passu Indebtedness (subject to the date of purchase, in accordance with the procedures set forth proration in the Indenture. To the extent that the aggregate event such amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceedsaggregate Offered Price (as defined in the Indenture) of all Notes tendered); and to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness, the Company may use any remaining shall make an offer to purchase or otherwise repay or repurchase or redeem Pari Passu Indebtedness (a "PARI PASSU OFFER") in an amount ("PARI PASSU DEBT AMOUNT") equal to the excess of the Excess Proceeds for general corporate purposes. If over the aggregate Note Amount; PROVIDED that in no event shall the Pari Passu Debt Amount exceed the principal amount of Notes surrendered by Holders thereof exceeds such Pari Passu Indebtedness plus the amount of Excess Proceeds, the Trustee shall select the Notes any premium required to be purchased on a pro rata basispaid to repurchase such Pari Passu Indebtedness. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase Asset Sale Offer 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.