Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Secured Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Secured Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Secured Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Secured Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Secured Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Secured Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there shall occur a Fundamental Change at any time prior to the maturity of Control occursthe Notes, then each Holder will shall have the right right, at such Holder’s option, to require that the Company purchase to repurchase all or a portion of such Holder’s Notes pursuant to Notes, or any portion thereof that is a multiple of $1,000 principal amount, for cash on a date designated by the offer described in the Indenture Company (the “Fundamental Change Repurchase Date”) that is not less than twenty (20) nor more than thirty (30) days after the date of Control Offer”), the Fundamental Change Notice for such Fundamental Change at a purchase repurchase price equal to 101% of the principal amount thereof of the Notes to be repurchased, plus accrued and unpaid interest and Additional Interestup to, but excluding, the Fundamental Change Repurchase Date. Notwithstanding the foregoing, if any, a Fundamental Change Repurchase Date falls after an interest payment record date but on or prior to the date of purchase. Within 30 days following the date upon which the Change of Control occurredcorresponding Interest Payment Date, the Company must send in will pay the case full amount of Global Notes, through the facilities of DTC, accrued and in the case of certificated notes, by first class mail, a notice unpaid interest on such Interest Payment Date to the Trustee and each Holder, which notice shall govern the terms Holder of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent record at the address specified in the notice prior to the close of business on the third Business Day prior corresponding record date. Notwithstanding the foregoing, no Notes may be surrendered for repurchase pursuant to Section 3.08 of the Change Indenture in connection with a merger, consolidation or other transaction effected solely for the purpose of Control Payment Date. changing the Company’s jurisdiction of incorporation to any other state within the United States. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring consummates any Asset Sale, within five (5) days of each date when the making aggregate amount of such an offer. Pursuant to the Net Excess Proceeds Offerexceeds $5.0 million, the Company shall offer will make an Asset Sale Offer pursuant to purchase, on a pro rata basis, Section 5.10 of the Indenture to all Holders and all holders of other senior secured Indebtedness that is pari passu in right of payment and as to security interests with the Notes with respect to the assets that are the subject of such Asset Sale 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 amount of Notes and, if it so elects, and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% out of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, Excess Proceeds in accordance with the procedures set forth in Section 3.09 of the Indenture (or, Indenture. The offer price for the Notes in respect any Asset Sale Offer will be equal to 100% of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate principal amount of Notes or such other Senior Subordinated Debt tendered pursuant the Notes, plus accrued and unpaid interest to a Net the date of purchase. If any Excess Proceeds Offer is less than the Net Proceeds Offer Amountremain after consummation of an Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and the amount of other pari passu Indebtedness tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (c) Funds payable in accordance respect of the purchase price to be paid upon any such purchase of any Notes (described in paragraph (a) or (b) above) held by a Holder shall include such Holder’s Pro Rata Amount of the amounts in the Escrow Account, with the depositoryrespect to such Holder’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbe so purchased.

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s 's Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 90 days following the date upon which the Change of Control occurredoccurred (or at the Company's option, prior to the occurrence of such Change of Control), the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first first-class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “"Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a ") provided that any Change of Control Offer made prior to any date of such Change of Control shall be made only in the reasonable anticipation of such Change of Control; and provided further, that the Company shall not be required to surrender the Note, with the form entitled “Option of Holder purchase any Notes tendered pursuant to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the such Change of Control Payment Date. Offer if such Change of Control does not occur. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a “as "Net Proceeds Offer”") pursuant to Section 3.09 of the Indenture. The offer price for the Notes (the "Net Proceeds Offer may also Amount") will be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company (or such Subsidiary) may use such deficiency remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control occurs, Offer”) to each Holder will have the right to require that the Company purchase repurchase all or a portion any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the offer described terms set forth in the Indenture Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to but not including the date of purchase (the “Change of Control OfferPayment”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, subject to the rights of Holders on the relevant record date of purchaseto receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the date upon which Company will mail a notice to each Holder at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 of the Indenture, stating that a Change of Control occurred, Offer is being made and offering to repurchase Notes on the Company must send in date (the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the “Change of Control Offer. Such notice shall state, among other things, Payment Date”) specified in the purchase datenotice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed or delivered, other than as may be pursuant to the procedures required by law (the “Change Indenture and described in such notice. The Company will comply with the requirements of Control Payment Date”). Holders electing Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to have the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer shall be required to surrender Offer. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If provisions of the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesIndenture, the Company is required will comply with the applicable securities laws and regulations and will not be deemed to commence an offer to all Holders have breached its obligations under the Indenture by virtue of such compliance. (a “Net Proceeds Offer”b) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of If the Company or a Restricted Subsidiary of the Company requiring consummates any Asset Sales, within ten Business Days of each date on which the making aggregate amount of such an offer. Pursuant to the Net Excess Proceeds Offerexceeds $40.0 million, the Company shall will make an offer (an “Asset Sale Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantees with respect to offers to purchase, on a pro rata basisprepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt 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 with purchased, prepaid or redeemed out of the Net Proceeds Excess Proceeds. The offer price for the Notes in any Asset Sale Offer Amount at a price will be equal to 100% of their the principal amount (oramount, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonAmounts, if any, to but not including the date of purchase, in accordance with prepayment or redemption, subject to the procedures set forth in the Indenture (or, in respect rights of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount Holders of Notes or such other Senior Subordinated Debt tendered pursuant on the relevant record date to a Net receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds Offer is less than the Net Proceeds Offer Amountremain after consummation of an Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds Offer Amountso applied, the Company shall Trustee will select the Notes and such other pari passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in accordance with the depository’s procedures (manner described in Section 3.02 of the Indenture), based on the amounts tendered)tendered or required to be prepaid or redeemed. Holders Upon completion of Notes that are each Asset Sale Offer, the subject amount of an offer to purchase Excess Proceeds will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbe reset at zero.

Repurchase at Option of Holder. (a) If there is a Change in Control, subject to the provisions of Article 9 of the Indenture, the Issuers shall be required to make an offer (a "Change in Control occurs, each Holder will have the right Offer") to require that the Company purchase repurchase all or a portion any part of such each Holder’s 's Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase (the "Change in Control Repurchase Price"). Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of Senior Notes are permitted to deliver written notice of exercise of their right to require the Issuers to repurchase the Senior Notes pursuant to the Senior Note Indenture upon any Change in Control, the Issuers shall mail a notice to each Holder setting forth the procedures set forth governing the Change in Control Offer as required by the Indenture. Prior to complying with this Section 7, but in any event within 90 days following a Change in Control, the Issuers shall either (1) repay all outstanding Senior Indebtedness (other than the Senior Notes) and offer to repurchase all outstanding Senior Notes in accordance with the terms of the Senior Note Indenture or (or, in respect of such other Senior Subordinated Debt, such lesser price2) obtain the requisite consents, if any, as may be provided for by under all agreements governing outstanding Senior Indebtedness to permit the terms repurchase of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)required by this Section 7. Holders of Notes that are the subject of an offer to purchase a Change in Control Offer will receive a Net Proceeds Change in Control Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. (b) Notwithstanding anything to the contrary in the Indenture or this Section 7, the Issuers shall not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change in Control Offer made by the Issuers and purchases all Senior Notes and all Notes validly tendered and not withdrawn under the change in control offer required to be made under the Indenture and under the Change in Control Offer.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, in accordance with the Company shall mail a notice to each Holder setting forth the procedures set forth in governing the Indenture Change of Control Offer as required by the Indenture. (orb) If the Company's Consolidated Tangible Net Worth declines below $125.0 million (the "Minimum Tangible Net Worth") at the end of any fiscal quarter, in respect the Company must deliver an Officers' Certificate to the Trustee within 55 days after the end of such other Senior Subordinated Debtthat fiscal quarter (110 days after the end of any fiscal year) to notify the Trustee. If, such lesser priceon the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a "Deficiency Date"), the Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Company, then the Company shall make an offer (an "Offer") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the "Offer Amount") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, as may to the date of purchase; provided that no such Offer shall be provided required if, after the Deficiency Date but prior to the date the Company is required to make the Offer, capital in cash or Cash Equivalents is contributed for by Equity Interests of the terms Company other than Disqualified Stock to the Company or its Restricted Subsidiaries sufficient to increase the Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Company shall make the Offer no later than 65 days after each Deficiency Date (120 days if such Deficiency Date is the last day of such Senior Subordinated Debtthe Company's fiscal year). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds The Offer is required to remain open for a period of 20 business days following its commencement (unless required to remain open for a longer period by applicable law). The Company shall purchase the Offer Amount of the Notes on a designated date no later than five business days after the termination of the Offer, or if less than the Net Proceeds Offer AmountAmount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Company may use such deficiency Offer Amount shall have tendered and not subsequently withdrawn their Notes for general corporate purposes or for any other purpose not prohibited by the Indenturerepurchase. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof tendered exceeds the amount of Net Proceeds Offer Amount, the Company shall select purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event will the failure of the Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the making of more than one Offer. The Company may reduce the principal amount of Notes to be purchased in accordance with pursuant to the depository’s procedures Offer by subtracting 100% of the principal amount (based on amounts tendered). Holders excluding premium) of the Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from acquired, redeemed or called for redemption by the Company prior to the purchase (otherwise than under this provision). The Company, however, may not credit Notes that have been previously used as a credit against any related purchase date and may elect obligation to have such repurchase Notes purchased by completing pursuant to this provision. Any Offer shall be conducted in compliance with applicable regulations under the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesfederal securities law, including Exchange Act Rule 14e-1.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control occurs, Offer”) to each Holder will have the right to require that the Company purchase repurchase all or a portion any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the offer described terms set forth in the Indenture Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to but not including the date of purchase (the “Change of Control OfferPayment”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, subject to the rights of Holders on the relevant record date of purchaseto receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the date upon which Company will mail a notice to each Holder at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 of the Indenture, stating that a Change of Control occurred, Offer is being made and offering to repurchase Notes on the Company must send in date (the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the “Change of Control Offer. Such notice shall state, among other things, Payment Date”) specified in the purchase datenotice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedmailed or delivered, other than as may be pursuant to the procedures required by law (the “Change Indenture and described in such notice. The Company will comply with the requirements of Control Payment Date”). Holders electing Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to have the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer shall be required to surrender Offer. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If provisions of the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesIndenture, the Company is required will comply with the applicable securities laws and regulations and will not be deemed to commence an offer to all Holders have breached its obligations under the Indenture by virtue of such compliance. (a “Net Proceeds Offer”b) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of If the Company or a Restricted Subsidiary of the Company requiring consummates any Asset Sales, within ten Business Days of each date on which the making aggregate amount of such an offer. Pursuant to the Net Excess Proceeds Offerexceeds $20.0 million, the Company shall will make an offer (an “Asset Sale Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantees with respect to offers to purchase, on a pro rata basisprepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt 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 with purchased, prepaid or redeemed out of the Net Proceeds Excess Proceeds. The offer price for the Notes in any Asset Sale Offer Amount at a price will be equal to 100% of their the principal amount (oramount, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonAmounts, if any, to but not including the date of purchase, in accordance with prepayment or redemption, subject to the procedures set forth in the Indenture (or, in respect rights of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount Holders of Notes or such other Senior Subordinated Debt tendered pursuant on the relevant record date to a Net receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds Offer is less than the Net Proceeds Offer Amountremain after consummation of an Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds Offer Amountso applied, the Company shall Trustee will select the Notes and such other pari passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in accordance with the depository’s procedures (manner described in Section 3.02 of the Indenture), based on the amounts tendered)tendered or required to be prepaid or redeemed. Holders Upon completion of Notes that are each Asset Sale Offer, the subject amount of an offer to purchase Excess Proceeds will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbe reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control occursTriggering Event, each Holder will have the right to require that the Company shall be required to offer irrevocably to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Purchase Date all outstanding 6% Securities at a purchase price equal to 101% of the principal amount thereof thereof, plus (subject to the right of Holders of record on a Record Date that is on or prior to such Change of Control Purchase Date to receive interest due on the Interest Payment Date to which such Record Date relates) accrued interest and Additional Interestunpaid interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Purchase Date”). Holders electing to have a Note purchased pursuant to of 6% Securities will receive a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date Change of Control Purchase Date and may elect to have such Notes 6% Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below. (b) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under paragraph 5, unless and until there is a default in payment of the applicable redemption price. (c) The Indenture imposes certain limitations on the reverse ability of the NotesCompany, the Subsidiary Guarantors or any of their respective Restricted Subsidiaries to sell assets and subsidiary stock. In the event the Net Cash Proceeds from a permitted Asset Sale exceed certain amounts, as specified in the Indenture, the Company will be required either to reinvest the proceeds of such Asset Sale in a Related Business or other permitted investments, repay certain Indebtedness or to make an offer to purchase each Holder’s 6% Securities at 100% of the principal amount thereof, plus accrued interest, if any, to the purchase date. The limitations and the Company’s obligations with respect to the use of proceeds from an Asset Sale are subject to a number of important qualifications and exceptions and will cease to be applicable under certain circumstances.

Repurchase at Option of Holder. (a) If there is a Change of Control occursControl, each Holder of Notes will have the right to require that the Company purchase all or to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by the Indenture and described in such notice. 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 laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. Control. (b) If the Company or a Restricted any Subsidiary of the Company consummates any Asset Sales, under certain circumstanceswhen the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company is shall be required to commence make an offer to all Holders of Notes (a “Net Proceeds an "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with out of the Net Proceeds Offer Amount Excess Proceeds, at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company shall make an offer to all holders of Senior Debentures in accordance with the provisions of Section 3.09 of the Indenture and on the same terms and conditions offered to Holders of Notes to purchase the maximum principal amount of Senior Debentures that may be purchased out of the remaining Excess Proceeds. To the extent that the aggregate amount of Senior Debentures tendered pursuant to any such offer is less than the remaining Excess Proceeds, the Company or any of its Subsidiaries may use such deficiency any remaining Excess Proceeds for general corporate purposes or for otherwise make an investment of such remaining amounts in any other purpose manner that is not prohibited by the Indenture. If the aggregate principal amount of Notes or tendered in connection with such other Senior Subordinated Debt Asset Sale Offer and surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive a Net purchase, the amount of Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If In the event of a Change of in Control occurswith respect to the Company, then each Holder will of the Securities shall have the right right, at the Holder’s option, subject to the rights of the holders of Senior Indebtedness under ARTICLE XI of the Indenture, to require that the Company purchase all or a portion of to repurchase such Holder’s Notes pursuant to the offer described Securities including any portion thereof which is $1,000 in the Indenture principal amount or any integral multiple thereof on a business day (the “Change of Control OfferREPURCHASE DATE”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to ) that is 45 days after the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global NotesNotice, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be unless otherwise required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Noteapplicable law, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their the outstanding principal amount (orof such Security, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest to the Repurchase Date. Within 30 days after the occurrence of the Change in Control, the Company is obligated to give notice of the occurrence of such Change in Control to each Holder. Such notice shall include, among other things, the date by which Holder must notify the Company of such Holder’s intention to exercise the Repurchase Right and Additional Interest thereonof the procedure which such Holder must follow to exercise such right. To exercise the Repurchase Right, if any, to a Holder of Securities must deliver on or before the 30th day after the date of purchase, in accordance the Company Notice irrevocable written notice to the Company (or an agent designated by the Company for such purpose) and the Trustee of the Holder’s exercise of such right together with the procedures set forth in Securities with respect to which the Indenture (orright is being exercised, in respect duly endorsed for transfer. In the event any Holder exercises its Repurchase Right, such Holder’s conversion right will terminate upon receipt of the written notice of exercise of such other Senior Subordinated DebtRepurchase Right. A “CHANGE IN CONTROL” of the Company means (i) the acquisition by any person, such lesser priceentity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountthis purpose, the Company may use such deficiency for general corporate purposes or for and its subsidiaries, any other purpose not prohibited by the Indenture. If the aggregate principal amount employee benefit plan of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders or its subsidiaries which acquires beneficial ownership of Notes that are the subject voting securities of an offer to purchase will receive a Net Proceeds Offer from the Company prior to and 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 current affiliate of the Notes.Company whose beneficial ownership does not in the future exceed 45% of the Company’s outstanding Common Stock), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of Common Stock sufficient to elect a majority of directors;

Repurchase at Option of Holder. (a) If there is a Change of Control occursControl, each Holder of Notes will have the right to require that the Company purchase all or to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days 15 Business Days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. Control. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstanceswhen the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company is will be required to commence make an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to Notes and all holders of other Senior Subordinated Debt 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 the Company or a Restricted Subsidiary sales of the Company requiring the making of such assets (an offer. Pursuant "Asset Sale Offer") to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with out of the Net Proceeds Offer Amount Excess Proceeds, at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of and such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and such other Senior Subordinated Debt Indebtedness tendered into such Asset Sale Offer surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes and such other Indebtedness to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive a Net purchase, the amount of Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice Offer and shall state, among other things, be in compliance with the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”)Indenture. Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datenotice. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 4.10 of the Indenture. The Net Proceeds Asset Sale Offer may also be made to holders of other Senior Subordinated Pari Passu Debt of the Company or a Restricted Subsidiary of the Company. Pursuant to the Asset Sale Offer, the Company shall offer to purchase on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of any Pari Passu Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, and such other Senior Subordinated Pari Passu Debt that may be purchased with the Net Proceeds Asset Sale Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Pari Passu Debt surrendered by holders thereof exceeds the amount of Net Proceeds Asset Sale Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If a Change of Control Triggering Event occurs, each Holder will unless the Company has exercised its right to redeem the Notes as described in Section 3.07 of the Supplemental Indenture, Holders of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such Holder’s $1,000 in excess thereof) of their Notes pursuant to the offer described in the Indenture below (the “Change of Control Offer”). In the Change of Control Offer, at a purchase price the Company shall offer payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and Additional Interestunpaid interest, if any, to on the Notes repurchased to, but excluding, the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date upon which of consummation of any Change of Control, but after public announcement of the pending Change of Control, the Company will mail (or deliver electronically) a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase the Company must send Notes on the date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdernotice, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law delivered (the “Change of Control Payment Date”). Holders electing to have a Note purchased , pursuant to a the procedures required hereunder and described in such notice. The repurchase obligation with respect to any notice delivered prior to the consummation of the Change of Control Offer shall be required conditioned on the Change of Control Triggering Event occurring on or prior to surrender the Note, payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the form entitled “Option provisions of Holder this section, the Company will comply with the applicable securities laws and regulations and will not be deemed to Elect Purchase” on have breached its obligations hereunder by virtue of such conflicts. On the reverse Change of Control Payment Date, the Note completedCompany shall, to the extent lawful: (6) This language should be included only if the Note is an Initial Note. a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; b) deposit with the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Datein respect of all Notes or portions of Notes properly tendered; and c) deliver or cause to be delivered to the Trustee the Notes properly accepted. If The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is will not be required to commence make an offer to all Holders (repurchase the Notes upon a “Net Proceeds Offer”) pursuant to Section 3.09 Change of Control Triggering Event if a third party makes such an offer in the Indenture. The Net Proceeds Offer may also be manner, at the times and otherwise in compliance with the requirements for an offer made to holders of other Senior Subordinated Debt of by the Company or a Restricted Subsidiary of the Company requiring the making of and such an third party purchases all Notes properly tendered and not withdrawn under its offer. Pursuant to In the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount event that Holders of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100not less than 90% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of outstanding Notes or accept a Change of Control Offer and the Company purchases all of the Notes held by such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer AmountHolders, the Company shall select will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to be purchased the Change of Control Payment plus, to the extent not included in accordance with the depository’s procedures Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the redemption date (based on amounts tendered). subject to the right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company is on or 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 Notesredemption date).

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursTriggering Event, unless the Issuer has exercised its right to redeem the Securities as described above, each Holder will have the right to require that the Company purchase Issuer to repurchase all or a portion any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes Securities pursuant to the offer described in the Indenture below (the “Change of Control OfferOffer ”), ) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchasepurchase (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; provided, that the Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Within 30 days following the date upon which any Change of Control Triggering Event occurs, or at the Issuer’s option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change of Control Triggering Event, the Issuer will mail a notice to each Holder describing the events constituting a Change of Control Triggering Event (including the transaction or transactions that constitute the Change of Control occurred, Control) and offering to repurchase Securities on the Company must send date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”). Holders electing to have a Note purchased , pursuant to the procedures required by the Indenture and described in such notice. The notice, if mailed prior to the occurrence of the Change of Control Triggering Event, will state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” Triggering Event on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day or prior to the Change of Control Payment Date. If The Issuer shall comply with the Company or a Restricted Subsidiary consummates requirements of Rule 14e-1 under the Exchange Act and any Asset Sales, under certain circumstances, other securities laws and regulations thereunder to the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 extent such laws and regulations are applicable in connection with the repurchase of the Indenture. The Net Proceeds Offer may also be made to holders Securities as a result of other Senior Subordinated Debt a Change of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesControl Triggering Event.

Repurchase at Option of Holder. (a) If there is a Change of Control occursTriggering Event, each Holder will have the right to require that the Company shall be required to offer irrevocably to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Purchase Date all outstanding 9% Securities at a purchase price equal to 101% of the principal amount thereof thereof, plus (subject to the right of Holders of record on a Record Date that is on or prior to such Change of Control Purchase Date to receive interest due on the Interest Payment Date to which such Record Date relates) accrued interest and Additional Interestunpaid interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Purchase Date”). Holders electing to have a Note purchased pursuant to of 9% Securities will receive a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date Change of Control Purchase Date and may elect to have such Notes 9% Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below. (b) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under paragraph 5, unless and until there is a default in payment of the applicable redemption price. (c) The Indenture imposes certain limitations on the reverse ability of the NotesCompany, the Subsidiary Guarantors or any of their respective Restricted Subsidiaries to sell assets and subsidiary stock. In the event the Net Cash Proceeds from a permitted Asset Sale exceed certain amounts, as specified in the Indenture, the Company will be required either to reinvest the proceeds of such Asset Sale in a Related Business or other permitted investments, repay certain Indebtedness or to make an offer to purchase each Holder’s 9% Securities at 100% of the principal amount thereof, plus accrued interest, if any, to the purchase date. The limitations and the Company’s obligations with respect to the use of proceeds from an Asset Sale are subject to a number of important qualifications and exceptions and will cease to be applicable under certain circumstances.

Repurchase at Option of Holder. (a) If there is a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes, the Company will be required to make a Change of Control occurs, Offer to each Holder will have the right to require that the Company purchase repurchase all or a portion any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of each Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Purchase Date. Within 30 days following any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes, the Company will send a notice to each Holder and the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sale, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will make an Asset Sale Offer to all Holders 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, offering to purchase or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurredpurchase or redemption, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice subject to the Trustee and each Holder, which notice shall govern the terms rights of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice receive interest due on an Interest Payment Date that is on or prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, and will be payable in accordance with cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the procedures set forth in the Indenture (or, in respect Company or any Restricted Subsidiary of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or accepted for purchase in such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Excess Proceeds Offer Amountallocated to the purchase of Notes, the Company shall Trustee will select the Notes to be purchased on a pro rata basis (except as provided in accordance with Section 4.10 of the depository’s procedures (based on amounts tenderedIndenture). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (c) Holders of Definitive Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of attached to the Notes.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Senior Notes will have the right to require that the Company purchase Anvil to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, Anvil will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Senior Notes pursuant to the procedures required by the Indenture and described in such notice. Anvil will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. On the Change of Control Purchase Date, Anvil will, to the extent lawful, (1) accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by Anvil. The Paying Agent will promptly mail to each Holder of Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of $1,000 or an integral multiple thereof. Anvil will publicly announce the results of the Change of Control Offer on the Change of Control Purchase Date. (b) Anvil will not, and will not permit any of its Restricted Subsidiaries to, engage in an Asset Sale in excess of $1.0 million unless (i) Anvil (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value, and in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to Anvil (or the Restricted Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, and (ii) at least 80% (100% in the case of lease payments) of the consideration therefor received by Anvil or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on Anvil's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables), of Anvil or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Notes, or any guarantee thereof) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by Anvil or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by Anvil or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Anvil may apply such Net Proceeds (a) to reduce permanently long-term Indebtedness of a Restricted Subsidiary, (b) to reduce permanently Indebtedness (and, in the case of revolving Indebtedness, to reduce permanently the commitments) under the New Credit Agreement, or (c) to an investment in another business, the making of a capital expenditure or the acquisition of other tangible assets, in each case, in the same or a similar line of business as Anvil was engaged in on the date of the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." On the earlier of (i) the 366th day after an Asset Sale or (ii) such date as the Board of Anvil or the Restricted Subsidiary determines not to apply the Net Proceeds relating to such Asset Sale in the manner set forth in (a), (b) or (c), if the aggregate amount of Excess Proceeds exceeds $5.0 million, Anvil will be required to make an offer to all Holders of Senior Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Senior 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 interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, Liquidated Damages thereon to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Senior Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company Anvil may use such deficiency any remaining Excess Proceeds for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Senior Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Senior Notes to be purchased in accordance with on a pro rata basis. Upon completion of such Asset Sale Offer, the depository’s procedures (based on amounts tendered). Holders amount of Notes that are the subject of an offer to purchase will receive a Net Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to a Change the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Net Cash Proceeds from an Asset Sales, under certain circumstancesSale, the Company is required to commence an offer to may, at its option, within 12 months after such Asset Sale, (i) apply all Holders (or a “Net Proceeds Offer”) pursuant to Section 3.09 portion of the Indenture. The Net Cash Proceeds Offer may also be made to holders the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Subordinated Debt Indebtedness of the Company or a Restricted Subsidiary Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments 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 the businesses of the Company requiring or its Restricted Subsidiaries, as the making of case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such an offer. Pursuant legally binding agreement to the invest such Net Cash Proceeds Offeris terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase, purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture, the Indenture maximum principal amount (orexpressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in respect cash equal to 100% of such other Senior Subordinated Debtthe principal amount thereof, such lesser priceplus accrued interest and Liquidated Damages, if any, as may be provided for by to the terms of date such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant offer to a Net Proceeds Offer purchase is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indentureconsummated. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered validly tendered and not withdrawn by holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based will be selected on amounts tendered)a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase purchase, the amount of Excess Proceeds will receive a Net Proceeds Offer from the Company prior be reset to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteszero.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described in the Indenture below (the “Change of Control Offer”), ) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send in date (the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the “Change of Control Offer. Such notice shall state, among other things, the purchase datePayment Date”) specified in such notice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be pursuant to the procedures required by law the Indenture and described in such notice. (b) Within 360 days after the “Change receipt of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Noteany Net Proceeds from an Asset Sale, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or the applicable Restricted Subsidiary may apply those Net Proceeds, at its option: (i) to repay permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a Restricted Subsidiary consummates that is not a Guarantor, Indebtedness of such Restricted Subsidiary) and, if the Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (ii) to acquire, or enter into a definitive agreement to acquire, all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock of a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary and provided further, however, in the case of a definitive agreement, that such acquisition closes within 120 days of such 360 day period; (iii) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of (a) construction of new facilities, (b) expansions to existing facilities and (c) repair or construction of damaged or destroyed facilities, in each case, which commences within such 360 days may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed specifically for such activity within such 360 days); or (iv) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Asset Sales, under certain circumstancesNet Proceeds, the Company is required to commence an offer to all Holders (a “may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds Offer”) pursuant to Section 3.09 of in any manner that is not prohibited by the Indenture. The Any Net Proceeds Offer may also be made to holders from Asset Sales that are not applied or invested as provided in the preceding sentence of other Senior Subordinated Debt of this paragraph 6(b) or that the Company determines will not be applied or a Restricted Subsidiary invested as provided in the preceding sentence of this paragraph 6(b) shall constitute “Excess Proceeds.” When the Company requiring the making aggregate amount of such an offer. Pursuant to the Net Excess Proceeds Offerexceeds $25.0 million, the Company shall make an offer (an “Asset Sale Offer”) to purchaseall Holders of Notes and, at the Company’s option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase on a pro rata basis, basis the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with out of the Net Proceeds Excess Proceeds. The offer price in any Asset Sale Offer Amount at a price will be equal to 100% of their the principal amount (oramount, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and other pari passu Indebtedness tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Notes and such other pari passu Indebtedness shall select the Notes to be purchased in accordance with on a pro rata basis. Upon completion of each Asset Sale Offer, the depository’s procedures (based on amounts tendered). Holders amount of Notes that are the subject of an offer to purchase will receive a Net Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Within 30 days following the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law settlement (the “Change of Control Payment Settlement Date”). , subject to the right of Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” record on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice prior to the close of business receive interest due on the third Business Day an Interest Payment Date that is on or prior to the Change of Control Payment Settlement Date. If the Company or Within 30 days following a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesChange of Control, the Company is shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required to by Section 4.15 of the Indenture. (b) On the 366th day after an Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $40.0 million, the Company shall commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made , and to all holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offerany Pari Passu Indebtedness then outstanding, the Company shall offer to purchase, on a pro rata basis, the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt Pari Passu Indebtedness that may be purchased with out of the Net Proceeds Offer Amount Excess Proceeds, at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) Notes plus accrued and unpaid interest and Additional Interest thereonInterest, if any, thereon to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of settlement, in accordance with the procedures set forth in the Indenture (or, in respect Indenture. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or remaining Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. Indenture If the aggregate principal amount of Notes or tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Excess Proceeds Offer Amountallocated for the purchase of the Notes, the Company Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in accordance with denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the depository’s procedures (based on amounts tendered)basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to €50,000 principal amount or an integral multiple of such €1,000 in excess thereof) of that Holder’s Notes pursuant to the an offer described in the Indenture below (the “Change of Control Offer”), ) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of repurchase (the “Change of Control Payment Date”), which date shall be no earlier than the date of such Change of Control. No later than 30 days following any Change of Control (or, at the Company’s option, prior to such Change of Control but after it is publicly announced if a definitive agreement is in effect for such Change of Control at the time of such announcement), the Company 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 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) If the aggregate amount of Excess Proceeds equals or exceeds $20.0 million, the Company shall make an offer to purchase (“Asset Sale Offer”), pursuant to Section 4.10 of the Indenture, to all Holders of Notes and all holders of Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the aggregate principal amount of the Notes and Pari Passu Debt, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified payable in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datecash. If the Company or a Restricted Subsidiary consummates any Excess Proceeds remain after consummation of an Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Sale Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and Pari Passu Debt tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Notes and Pari Passu Debt shall select be purchased on a pro rata basis based on the aggregate principal amount of Notes and such Pari Passu Debt tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale shall no longer be deemed to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesExcess Proceeds.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to a Change the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Net Cash Proceeds from an Asset Sales, under certain circumstancesSale, the Company is required to commence an offer to may, at its option, within 12 months after such Asset Sale, (i) apply all Holders (or a “Net Proceeds Offer”) pursuant to Section 3.09 portion of the Indenture. The Net Cash Proceeds Offer may also be made to holders the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Subordinated Debt Indebtedness of the Company or a Restricted Subsidiary Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments 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 the businesses of the Company requiring or its Restricted Subsidiaries, as the making of case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such an offer. Pursuant legally binding agreement to the invest such Net Cash Proceeds Offeris terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase, purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture, the Indenture maximum principal amount (orexpressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in respect cash equal to 100% of such other Senior Subordinated Debtthe principal amount thereof, such lesser priceplus accrued interest and Liquidated Damages, if any, as may be provided for by to the terms of date such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant offer to a Net Proceeds Offer purchase is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indentureconsummated. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered validly tendered and not withdrawn by holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based will be selected on amounts tendered)a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase purchase, the amount of Excess Proceeds will receive a Net Proceeds Offer from the Company prior be reset to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteszero.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Within 30 days following the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (equal to $2,000 or any integral $1,000 multiple in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued interest and Additional Interestunpaid interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law settlement (the “Change of Control Payment Settlement Date”). , subject to the right of Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” record on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice prior to the close of business receive interest due on the third Business Day an Interest Payment Date that is on or prior to the Change of Control Payment Settlement Date. If the Company or Within 30 days following a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesChange of Control, the Company is shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required to by Section 4.15 of the First Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $50.0 million, the Company shall commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 3.04 of the First Supplemental Indenture. The Net Proceeds Offer may also be made , and to all holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant any Pari Passu Indebtedness then outstanding, to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt Pari Passu Indebtedness that may be purchased with out of the Net Proceeds Offer Amount Excess Proceeds, at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) Notes plus accrued and unpaid interest and Additional Interest thereoninterest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date of purchaseto receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture (or, in respect Indenture. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or remaining Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders thereof or lenders, collectively, exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in accordance with denominations of $2,000, or integral $1,000 multiples in excess thereof, shall be purchased) on the depository’s procedures (based on amounts tendered)basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If a Fundamental Change of Control occurs, each Holder will have the right to require that the Company purchase shall, in accordance with the terms of the Indenture, make an offer to repurchase for cash all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101100% of the principal amount thereof Principal Amount of the Notes to be purchased, plus any accrued and unpaid interest to but excluding the Fundamental Change Repurchase Date, unless such Fundamental Change Repurchase Date falls after a Record Date and Additional Interest, if any, on or prior to the date of purchase. Within 30 days following the date upon corresponding Interest Payment Date, in which the Change of Control occurred, case the Company must send in will pay the case full amount of Global Notes, through the facilities of DTC, accrued and in the case of certificated notes, by first class mail, a notice unpaid interest payable on such Interest Payment Date to the Trustee and each Holder, which notice shall govern the terms holder of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent record at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment corresponding Record Date. If the Company or a Restricted Subsidiary consummates Within 20 days following any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds OfferFundamental Change, the Company shall offer mail a notice to purchaseeach Holder describing the transaction or transactions that constitute the Fundamental Change and offering to repurchase Notes on the Fundamental Change Repurchase Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase such Holder’s Notes, or any portion thereof that is an integral multiple of $1,000 Principal Amount, in cash, on a pro rata basisOctober 1, the maximum amount of Notes and2012, if it so electsOctober 1, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount 2017 and October 1, 2022, at a repurchase price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) Principal Amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Five Year Repurchase Date unless such Five Year Repurchase Date falls after a Record Date and Additional Interest thereon, if any, on or prior to the date of purchasecorresponding Interest Payment Date, in accordance with which case the procedures set forth in Company will pay the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate full amount of Notes or accrued and unpaid interest payable on such other Senior Subordinated Debt tendered pursuant Interest Payment Date to a Net Proceeds Offer is the holder of record at the close of business on the corresponding Record Date. Not less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount20 Business Days prior to each Five Year Repurchase Date, the Company shall select the Notes to be purchased mail a a written notice of repurchase in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” set forth on the reverse of the Notesthis Note.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company Issuer purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company Issuer must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company Issuer shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company Issuer may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company Issuer shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company 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.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to eurodollars1,000 or an integral multiple thereof) of such Holder’s that ▇▇▇▇▇▇'s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”). In the Change of Control Offer, at the Company will offer (the "Change of Control Offer") a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, thereon to the date of purchase. Within 20 days following any Change of Control, the Company will mail a notice to each 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 Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Subsidiary consummates any Asset Sale, within five days of each date on which the aggregate amount of Excess Proceeds exceeds U.S. $10 million, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and pari passu Indebtedness, including the Dollar 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 interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or and such other Senior Subordinated Debt pari passu Indebtedness tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and such other Senior Subordinated Debt pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes and such pari passu Indebtedness to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If a Change in Control occurs at any time prior to June 15, 2033, a Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Issuer to repurchase all or any of such Holder’s Securities having a principal amount equal to $1,000 or an integral multiple thereof on the date (the “Change in Control occursPurchase Date”) specified by the Issuer in the Issuer Notice (which date shall be no earlier than 30 Business Days and no later than 60 Business Days after the date of such Issuer Notice) for cash equal to the 100% of the principal amount of the Securities to be repurchased plus unpaid interest accrued thereon to but excluding the Change in Control Purchase Date (the “Change in Control Purchase Price”) by delivering a Change in Control Purchase Notice to the Trustee or any Paying Agent no later than the close of business on the second Business Day prior to the Change in Control Purchase Date. (b) On each of June 15, each Holder will 2023 and June 15, 2028, Holders of the Notes shall have the right to require that the Company purchase Issuer to repurchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), their Securities at a purchase price equal to 101100% of the principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, to but excluding the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, Repurchase Date by first class mail, delivering a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, Repurchase Notice to the Paying Agent at no earlier than the address specified in opening of business on the notice date that is 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the third Business Day prior to the Change relevant Repurchase Date. (c) Holders have the right to withdraw any Repurchase Notice by delivery to the Paying Agent of Control Payment Date. If a written notice of withdrawal in accordance with the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 provisions of the Indenture. The Net Proceeds Offer A Change in Control Purchase Notice is irrevocable and may also not be made to holders of other Senior Subordinated Debt of withdrawn. (d) If the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasePaying Agent holds, in accordance with the procedures terms of the Indenture, money sufficient to pay the Change in Control Purchase Price or Repurchase Price of such Securities on the Change in Control Purchase Date, the Repurchase Date or the Business Day following any such date, then, on and after such date and set forth in the Indenture (or, in respect of such other Senior Subordinated DebtIndenture, such lesser priceSecurities shall cease to be Outstanding and interest on such Securities shall cease to accrue, if any, as may be provided for by and all other rights of the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such Holder shall terminate (other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, right to receive the Company may use such deficiency for general corporate purposes Change in Control Purchase Price or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes Repurchase Price upon delivery or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse transfer of the NotesSecurities).

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, any to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice Offer and shall state, among other things, be in compliance with the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”)Indenture. Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 4.10 of the Indenture. The Net Proceeds Asset Sale Offer may also be made to holders of other Senior Subordinated Indebtedness of the Company or a Restricted Subsidiary ranking pari passu with the Notes requiring the making of such an offer (“Pari Passu Debt”). Pursuant to the Asset Sale Offer, the Company shall offer to purchase on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of any other Pari Passu Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchaseSubsidiary, on a pro rata basis, the maximum amount of Notes and, if it so elects, and such other Senior Subordinated Pari Passu Debt that may be purchased with the Net Proceeds Asset Sale Offer Amount at a price equal to 100% of their principal amount in accordance with the procedures (or, including pro-rating in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of over-subscription and calculation of the accreted value thereofprincipal amount of notes denominated in different currencies) set forth in the Indenture, plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture purchase (or, in respect of such other Senior Subordinated Pari Passu Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To Pari Passu Debt in accordance with the extent that procedures (including pro-rating in the aggregate event of over-subscription and calculation of the principal amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by denominated in different currencies) set forth in the Indenture). If the aggregate principal amount of Notes or such other Senior Subordinated Pari Passu Debt surrendered by holders thereof exceeds the amount of Net Proceeds Asset Sale Offer Amount, the Company shall select the Notes to will be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. in accordance with the procedures (including pro-rating in the event of over-subscription and calculation of the principal amount of Notes denominated in different currencies) set forth in the Indenture.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or will be obligated to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase an offer price in cash equal to 101% of the principal amount thereof thereof, plus accrued and unpaid interest and Additional InterestLiquidated Damages, if any, thereon to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following a Change of Control, A1-3 84 the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"), pursuant to the procedures required by the Indenture and described in such notice. Holders electing The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to have the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased result of a Change of Control. (b) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an 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 (evidenced by a resolution of the Board of Directors set forth in an Officers' 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 received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to a Change customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (b) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of Control Offer the cash received) shall be deemed to be cash for purposes of this provision. Within 365 days of the receipt of any Net Proceeds from an Asset Sale, the Company, at its option, may apply such Net Proceeds to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other assets (other than assets that would be classified as current assets in accordance with GAAP), in each case, in the same or a similar line of business as the Company and its Restricted Subsidiaries, or in any business reasonably complementary, related or incidental thereto, as determined in good faith by the Board of Directors. Pending the final application of any such Net Proceeds, the Company may temporarily reduce borrowings under the New Credit Facility 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 $5.0 million, the Company will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence make an offer to all Holders of Notes (a “Net Proceeds an "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with out of the Net Excess Proceeds Offer Amount at a an offer price in cash in an amount equal to 100% of their the principal amount (orthereof, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company may use such deficiency any remaining Excess Proceeds for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject Upon completion of an offer to purchase will receive a Net Asset Sale Offer, the amount of Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase date, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If a Change in Control occurs at any time prior to June 15, 2014, a Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Issuer to repurchase all or any of such Holder’s Securities having a principal amount equal to $1,000 or an integral multiple thereof on the date (the “Change in Control occursPurchase Date”) specified by the Issuer in the Issuer Notice (which date shall be no earlier than 30 days and no later than 40 days after the date of such Issuer Notice) for cash equal to the 100% of the principal amount of the Securities to be repurchased plus unpaid interest accrued thereon to but excluding the Change in Control Purchase Date (the “Change in Control Purchase Price”) by delivering a Change in Control Purchase Price Notice to the Trustee or any Paying Agent no later than the close of business on the second business day prior to the Change in Control Purchase Date. (b) On each of June 15, each Holder will 2012, June 15, 2014, June 15, 2017 and June 15, 2022, Holders of the Notes shall have the right to require that the Company purchase Issuer to repurchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), their Securities at a purchase price equal to 101100% of the principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, to but excluding the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, Repurchase Date by first class mail, delivering a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, Repurchase Notice to the Paying Agent at no earlier than the address specified in opening of business on the notice date that is 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the third Business Day prior to the Change relevant Repurchase Date . (c) Holders have the right to withdraw any Repurchase Notice by delivery to the Paying Agent of Control Payment Date. If a written notice of withdrawal in accordance with the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 provisions of the Indenture. The Net Proceeds Offer A Change in Control Purchase Price notice is irrevocable and may also not be made to holders of other Senior Subordinated Debt of withdrawn. (d) If the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasePaying Agent holds, in accordance with the procedures terms of the Indenture, money sufficient to pay the Change in Control Purchase Price or Repurchase Price of such Securities on the Change in Control Purchase Date, the Repurchase Date or the Business Day following any such date, then, on and after such date and set forth in the Indenture (or, in respect of such other Senior Subordinated DebtIndenture, such lesser priceSecurities shall cease to be Outstanding and interest on such Securities shall cease to accrue, if any, as may be provided for by and all other rights of the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such Holder shall terminate (other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, right to receive the Company may use such deficiency for general corporate purposes Change in Control Purchase Price or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes Repurchase Price upon delivery or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse transfer of the NotesSecurities).

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Senior Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Senior Notes pursuant to the procedures required by this Indenture and described in such notice. 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 laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. On the Change of Control Purchase Date, the Company will, to the extent lawful, (1) accept for payment all Senior Notes or portions thereof validly tendered and not properly withdrawn pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions thereof so validly tendered and not properly withdrawn and (3) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Senior Notes so validly tendered and not properly withdrawn the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on the Change of Control Purchase Date. (b) The Company shall not, and shall not permit any of its Restricted A-88 89 Subsidiaries to, engage in an Asset Sale unless (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests sold or otherwise disposed of and, in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to the Company (or the Restricted Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of any liabilities (as shown on the most recent balance sheet of the Company or such Restricted Subsidiary) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Senior Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability shall be deemed to be cash for the purposes of clause (ii). The Company shall cause its Restricted Subsidiaries to transfer to the Company all consideration received by the Restricted Subsidiaries from Asset Sales and Excluded Asset Sales as promptly as practicable, except in the case of Asset Sales to the extent the proceeds thereof are applied as set forth in clause (a)(iii) or (b) of the immediately following paragraph. Within 364 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the Restricted Subsidiary, as applicable) may (a) apply such Net Proceeds (i) to make an investment in, to make a capital expenditure relating to, or to acquire other tangible assets in, the commercial group health benefit business in New York, New Jersey, or Connecticut, (ii) to the reduction of Indebtedness under the Term Loan Agreement or the permanent reduction of any other Pari Passu Indebtedness of the Company or the permanent reduction of any long-term Indebtedness of a Restricted Subsidiary, or (iii) to make capital contributions to regulated Restricted Subsidiaries covering commercial lives operating in New York, New Jersey or Connecticut which contributions are required by law or requested in writing to be made by the appropriate state regulatory authorities or (b) with respect to Net Proceeds received from an Asset Sale by a regulated Restricted Subsidiary which are not permitted by appropriate state regulatory authorities to be distributed or otherwise transferred, retain such Net Proceeds as capital of such regulated Restricted Subsidiary. Any Net Proceeds from Asset Sales that are not applied or invested or committed to be applied or invested, as provided in the preceding sentence of this paragraph shall be deemed to constitute "Excess Proceeds". On the earlier of (i) the 365th day after an Asset Sale or (ii) such date as the Board of the Company or the Restricted Subsidiary determines not to apply the Net Proceeds relating to such Asset Sale in the manner set forth above, if the aggregate amount of Excess Proceeds exceeds $20 million, the Company shall be required to make an offer to all Holders of Senior Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Senior 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 Additional InterestLiquidated Damages, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)A-89 90 Indenture. To the extent that the aggregate amount of Senior Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company may use such deficiency any remaining Excess Proceeds for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Senior Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Senior Notes to be purchased in accordance with on a pro rata basis, by lot or by such other method as the depository’s procedures Trustee deems fair and appropriate. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company agrees that (based on amounts tendered). Holders i) a sale of Notes that are the subject stock or assets of an offer to purchase will receive FPA Medical Management, Inc. shall be for cash only, (ii) at least 50% of the consideration received by the Company or a Net Proceeds Offer Restricted Subsidiary from the Company prior to any related purchase date stock or assets of Oxford Specialty and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” Oxford Health Plans (NH), Inc. shall be cash or Marketable Securities, (iii) there shall be no restrictions on the reverse consideration received by the Company and its Restricted Subsidiaries from the sale of the Notesstock or assets of or Indebtedness issued by a Minority Investment or the New York, New Jersey, Florida or Pennsylvania Medicaid business, Oxford Health Plans (IL), Inc. or Oxford Health Plans (FL), Inc. and (iv) the consideration received by the Company and its Restricted Subsidiaries from all other Excluded Asset Sales shall be cash. The Company and its Restricted Subsidiaries will sell all such Marketable Securities for cash no later than the earlier of 60 days from receipt and the termination or expiration of any governmental limitation of such sale.

Repurchase at Option of Holder. If In the event of a Change of in Control occurswith respect to the Company, then each Holder will of the Securities shall have the right right, at the Holder’s option, subject to the rights of the holders of Senior Indebtedness under Article XI of the Indenture, to require that the Company purchase all or a portion of to repurchase such Holder’s Notes pursuant to the offer described Securities including any portion thereof which is $1,000 in the Indenture principal amount or any positive integral multiple thereof on a business day (the “Change of Control OfferRepurchase Date”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to ) that is no later than 30 business days after the date of purchase. Within 30 days following the date upon which the Change of in Control occurredNotice, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be unless otherwise required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Noteapplicable law, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their the outstanding principal amount (orof such Security, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date Repurchase Date. Within 30 business days after the occurrence of purchase, the Change in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer AmountControl, the Company may use is obligated to give notice of the occurrence of such deficiency for general corporate purposes Change in Control to each Holder. Such notice shall include, among other things, the date by which Holder must notify the Company of such Holder’s intention to exercise the Repurchase Right and of the procedure which such Holder must follow to exercise such right. To exercise a Repurchase Right, a Holder shall deliver to the Company (if it is acting as its own Paying Agent), or for any other purpose not prohibited to a Paying Agent designated by the Indenture. If Company for such purpose in the aggregate principal amount Change in Control Notice, (i) no later than the close of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds business on the amount of Net Proceeds Offer Amountthird business day immediately preceding the Repurchase Date, the Company Option of Holder To Elect Purchase Notice on the back of the Securities with respect to which the Repurchase Right is being exercised, duly completed and signed, with appropriate signature guarantee, and (ii) at any time after such delivery of such Option of Holder To Elect Purchase Notice, such Securities with respect to which the Repurchase Right is being exercised, duly endorsed for transfer to the Company. Upon so delivering such Option of Holder To Elect Purchase Notice and such Securities, the Holder of such Securities shall select the Notes be entitled to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have (if it is acting as its own Paying Agent), or such Notes purchased by completing the form entitled “Option Paying Agent, a nontransferable receipt of Holder to Elect Purchase” on the reverse of the Notesdeposit evidencing such deposit.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Securities shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes 's Securities pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, thereon to the date of purchasepurchase (the "Change of Control Payment"). The right of the Holders of the Securities to require the Company to repurchase such Securities upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Securities required by Section 9.2 of the Indenture. Within 30 days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice offering to repurchase Securities pursuant to the Trustee procedures required by the Indenture and each Holder, which notice shall govern the terms of the described in such notice. The Change of Control Offer. Such notice Payment shall state, among other things, the purchase date, which must be no earlier made on a business day not less than 30 days nor later more than 60 days from the date after such notice is mailed. The Company and each Subsidiary Guarantor, if any, will comply with the requirements of Rule 14e-1 under the Exchange Act and any other than securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Securities as may be required by law (the “Change a result of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, under certain circumstanceswhen the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company is required to commence shall make an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made Securities and, to the extent required by the terms of Pari Passu Debt, to all holders of other Senior Subordinated Debt or lenders thereof (an "Asset Sale Offer") to purchase the maximum principal amount of the Company or a Restricted Subsidiary of the Company requiring the making of Securities and any such an offer. Pursuant Pari Passu Debt to the Net Proceeds Offer, extent required by the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt terms thereof that may be purchased with out of the Net Proceeds Offer Amount Excess Proceeds, at a an offer price in cash equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the date of purchasepurchase and, with respect to Pari Passu Debt, any applicable premium specified in the agreements relating thereto, in accordance with the procedures set forth in Section 3.9 of the Indenture (or, in respect of such other Senior Subordinated or the agreements governing the Pari Passu Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)applicable. To the extent that the aggregate principal amount of Notes or such other Senior Subordinated the Securities and Pari Passu Debt tendered pursuant to a Net Proceeds Offer an Asset Sale Offer, plus accrued and unpaid interest thereon to the date of purchase, if applicable, premium on Pari Passu Debt, is less than the Net Proceeds Offer AmountExcess Proceeds, the Company or any Restricted Subsidiary may use such deficiency any remaining Excess Proceeds for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such the Securities surrendered by Holders thereof and other Senior Subordinated Pari Passu Debt surrendered by holders thereof or lenders thereof, collectively, plus accrued and unpaid interest thereon to the date of purchase, and, if applicable, premium on Pari Passu Debt, exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes Securities and Pari Passu Debt to be purchased in accordance with the depository’s procedures (on a pro rata basis, based on amounts tendered)the aggregate principal amount thereof surrendered in such Asset Sale Offer. Holders Upon completion of Notes that are such Asset Sale Offer, the subject amount of an offer to purchase will receive a Net Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, on the Notes repurchased, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send in the case of Global and offering to repurchase Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of on the Change of Control Offer. Such notice shall state, among other things, Payment Date specified in the purchase datenotice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse procedures set forth in Section 11.09 of the Note completedIndenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or the applicable Restricted Subsidiary may apply those Net Proceeds, at its option: (1) to repay permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a Restricted Subsidiary consummates that is not a Guarantor, Indebtedness of such Restricted Subsidiary) and, if the Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire, or enter into a definitive agreement to acquire, all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock of a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary and provided, further, however, in the case of a definitive agreement, that such acquisition closes within 120 days of such 360 day period; (3) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of (i) construction of new facilities, (ii) expansions to existing facilities and (iii) repair or construction of damaged or destroyed facilities, in each case, which commences within such 360 days may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed specifically for such activity within such 360 days); or (4) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Asset Sales, under certain circumstancesNet Proceeds, the Company is required to commence an offer to all Holders (a “may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds Offer”) pursuant to Section 3.09 of in any manner that is not prohibited by the Indenture. The Any Net Proceeds Offer may also be made to holders from Asset Sales that are not applied or invested as provided in the preceding sentence of other Senior Subordinated Debt of this paragraph 6(b), or that the Company determines will not be applied or a Restricted Subsidiary invested as provided in the preceding sentence of this paragraph 6(b), shall constitute “Excess Proceeds.” When the Company requiring the making aggregate amount of such an offer. Pursuant to the Net Excess Proceeds Offerexceeds $25.0 million, the Company shall offer make an Asset Sale Offer to purchaseall Holders of Notes and, at the Company’s option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase on a pro rata basis, basis the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with out of the Net Proceeds Excess Proceeds. The offer price in any Asset Sale Offer Amount at a price shall be equal to 100% of their the principal amount (oramount, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and other pari passu Indebtedness tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Notes and such other pari passu Indebtedness shall select the Notes to be purchased in accordance with on a pro rata basis. Upon completion of each Asset Sale Offer, the depository’s procedures (based on amounts tendered). Holders amount of Notes that are the subject of an offer to purchase will receive a Net Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, and Liquidated Damages thereon to the date of purchaserepurchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the date upon which Company shall mail a notice to each Holder stating: (1) that the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice Offer is being made pursuant to the Trustee and each Holder, which notice shall govern the terms Section 4.15 of the Change of Control Offer. Such notice shall state, among other things, Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which must shall be no earlier later than 30 days nor later than 60 business days from the date such notice is mailed, other than as may be required by law mailed (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 Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note any Notes purchased pursuant to a Change of Control Offer shall will be required to surrender the NoteNotes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the A2-4 102 notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment 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 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 laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstanceswithin five days of each date on which the aggregate amount of Excess Proceeds exceeds $10 million, the Company is required to 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 (a “Net Proceeds as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made Indenture to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with out of the Net Excess Proceeds Offer Amount at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture (or, in respect of or such other Senior Subordinated Debt, such lesser price, if any, Pari Passu Indebtedness as may be provided for by the terms of such Senior Subordinated Debt)applicable. To the extent that the aggregate amount of Notes or and such other Senior Subordinated Debt Pari Passu Indebtedness tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt and any Pari Passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with repurchased on a pro rata basis. Upon completion of such offer to repurchase, the depository’s procedures (based on amounts tendered)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 will receive a Net repurchase, the amount of Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interestunpaid thereon, if any, to the date of purchasepurchase subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice offering to the Trustee and each Holder, which notice shall govern the terms of repurchase Notes on the Change of Control Offer. Such notice shall state, among other things, Payment Date specified in the purchase datenotice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be pursuant to the procedures required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified Indenture and described in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datesuch notice. If the Company Dynegy or a any of its Restricted Subsidiary consummates Subsidiaries consummate any Asset Sales, under certain circumstanceswhen the aggregate amount of Excess Proceeds exceeds $50.0 million or at such earlier time as the Company may elect, the Company is required to commence shall make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (a “Net Proceeds an "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made Indenture to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, (including any Additional Notes) and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with out of the Net Excess Proceeds to the extent required by the indentures governing other Indebtedness. The offer price in any Asset Sale Offer Amount at a price shall be equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debtan Asset Sale Offer, such lesser price, if any, as may Excess Proceeds shall be provided for by released from the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, Cash Collateral Account and the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and other pari passu Indebtedness tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes and such other pari passu Indebtedness to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 principal amount or an integral multiple thereof) of such that Holder’s Notes pursuant to the an offer described in the Indenture below (the “Change of Control Offer”), ) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of repurchase (the “Change of Control Payment Date”), which date shall be no earlier than the date of such Change of Control. No later than 30 days following any Change of Control (or, at the Company’s option, prior to such Change of Control but after it is publicly announced if a definitive agreement is in effect for such Change of Control at the time of such announcement), the Company 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 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) If the aggregate amount of Excess Proceeds equals or exceeds $20.0 million, the Company shall make an offer to purchase (“Asset Sale Offer”), pursuant to Section 4.10 of the Indenture, to all Holders of Notes and all holders of Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the aggregate principal amount of the Notes and Pari Passu Debt, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified payable in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datecash. If the Company or a Restricted Subsidiary consummates any Excess Proceeds remain after consummation of an Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Sale Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and Pari Passu Debt tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Notes and Pari Passu Debt shall select be purchased on a pro rata basis based on the aggregate principal amount of Notes and such Pari Passu Debt tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale shall no longer be deemed to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesExcess Proceeds.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice Offer and shall state, among other things, be in compliance with the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”)Indenture. Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change change of Control control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 4.08 of the Indenture. The Net Proceeds Asset Sale Offer may also be made to holders of other Senior Subordinated Indebtedness of the Company or a Restricted Subsidiary ranking pari passu with the Notes requiring the making of such an offer (“Pari Passu Debt”). Pursuant to the Asset Sale Offer, the Company shall offer to purchase on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of any other Pari Passu Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchaseSubsidiary, on a pro rata basis, the maximum amount of Notes and, if it so elects, and such other Senior Subordinated Pari Passu Debt that may be purchased with the Net Proceeds Asset Sale Offer Amount at a price equal to 100% of their principal amount in accordance with the procedures (or, including pro-rating in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of over-subscription and calculation of the accreted value thereofprincipal amount of notes denominated in different currencies) set forth in the Indenture, plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture purchase (or, in respect of such other Senior Subordinated Pari Passu Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To Pari Passu Debt in accordance with the extent that procedures (including pro-rating in the aggregate event of over-subscription and calculation of the principal amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by denominated in different currencies) set forth in the Indenture). If the aggregate principal amount of Notes or such other Senior Subordinated Pari Passu Debt surrendered by holders thereof exceeds the amount of Net Proceeds Asset Sale Offer Amount, the Company shall select the Notes to will be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Notes held by such Holder on May 1, 2003, May 1, 2005, May 1, 2007, May 1, 2011 or May 1, 2016 (each, a "Purchase Date") at a Purchase Price in cash of 100% of the principal amount of the Notes (plus accrued and unpaid interest on the Notes to, but excluding, the applicable Purchase Date) or, except for the Purchase Date on May 1, 2003, in shares of Class A Common Stock valued at 97.5% of the Market Price, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on such Purchase Date and upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price, plus any accrued and unpaid interest to, but excluding, the Purchase Date, for all Notes purchased on May 1, 2003 will be paid in cash but on the later four Purchase Dates it may be paid, at the option of the Company, in cash or shares of Class A Common Stock or any combination thereof. Within 10 days of the occurrence of a Fundamental Change of Control occurs, the Company shall notify the Trustee and each Holder will have in writing of such occurrence and shall make an offer to purchase (the right to require that the Company purchase "Fundamental Change Offer") all or a portion any part of such each Holder’s 's Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101100% of the principal amount thereof plus any accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must shall be a Business Day no earlier later than 30 days nor later than 60 days from Business Days after the date such of the notice is mailed, other than as may be required by law of the Fundamental Change (the “"Fundamental Change of Control Payment Date”"). Holders electing Such right to have a Note purchased pursuant to a Change require the repurchase of Control Offer Notes shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt not continue after discharge of the Company or a Restricted Subsidiary from its obligations with respect to the Notes. The Board of Directors of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteswaive this provision.

Repurchase at Option of Holder. If Within thirty (30) days following the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase shall make an offer (a “Change of Control Offer”) to repurchase all or a portion any part (equal to $1.00 or an integral multiple of such $1.00 in excess thereof of each Holder’s Notes pursuant at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest thereon to the offer described in the Indenture date of settlement (the “Change of Control OfferSettlement Date”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, subject to the date right of purchase. Within 30 days following the date upon which the Change Holders of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” record on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice prior to the close of business receive interest due on the third Business Day an Interest Payment Date that is on or prior to the Change of Control Payment Settlement Date. Within thirty (30) days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.25 of the Indenture. If the Company or a Restricted Subsidiary consummates any Asset SalesGuarantor Transfers Oil and Gas Properties (or any Equity Interests in any Guarantor owning such Oil and Gas Properties) or Liquidates any Swap Agreement (in each case, other than Transfers permitted under certain circumstancesSection 4.37(a)(i), Section 4.37(a)(iii), Section 4.37(a)(v), Section 4.37(a)(vi) or Section 4.37(a)(viii)), then the Company is required shall, subject to commence the prepayment provisions in the First Lien Credit Agreement or, if the First Lien Credit Agreement ceases to exist, any substantively equivalent provision in the Credit Facility, within ten (10) Business Days after such Transfer or Liquidation, make an offer Asset Sale Offer to all Holders (a “Net Proceeds Offer”) pursuant of Notes to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the from such Net Proceeds Cash Proceeds. The offer price in any Asset Sale Offer Amount at a price will be equal to 100% of their principal amount (or, of such Net Cash Proceeds in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% excess of the accreted value thereof) $20,000,000 plus accrued and unpaid interest thereon to the Settlement Date plus the Make Whole Premium, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, and Additional Interest thereonwill be payable in cash. Notwithstanding the foregoing, the company may, as long as no Default or Event of Default exists, within ten (10) Business Days after such Transfer or Liquidation, notify the Trustee and the Holders that it intends to reinvest such Net Cash Proceeds; provided that if anyno Default or Event of Default exists and the Company notifies the Trustee and the Holders that it plans to reinvest such Net Cash Proceeds in the acquisition or development of Oil and Gas Properties constituting Proved Reserves, to then it shall do so within ninety (90) days after the date of purchasesuch Transfer or Liquidation (provided that the execution of a binding AFE during such period shall be deemed to be a reinvestment so long as the amounts owed under such AFE are funded within 180 days after the date such AFE is executed); provided further, that (A) if the Company fails to make such reinvestment in accordance with such period, it shall make an Asset Sale Offer in amount equal to 100% of such Net Cash Proceeds within ten (10) Business Days after the procedures set forth in the Indenture expiration of such 90-day period (or, as applicable, after the expiration of the 180-day period following the execution of a binding AFE) and (B) in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that no event shall the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant Net Cash Proceeds permitted to a Net Proceeds Offer is less than be reinvested exceed $50,000,000 during the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the term of this Indenture. If the aggregate principal amount of Notes or tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountCash Proceeds, the Company Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in accordance with the depository’s procedures (based on amounts tendereddenominations of $1.00, or integral multiples of $1.00 in excess thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If (a) Within 30 days following the occurrence of a Change of Control occursControl, each Holder will have the right to require that unless the Company purchase has given a notice of redemption of all or outstanding Notes, the Company shall make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (in denominations of $1.00 or any integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101100% of the aggregate principal amount thereof of Notes repurchased, plus accrued interest and Additional Interestunpaid interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Purchase Date”). , subject to the right of Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” record on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice prior to the close of business receive interest due on the third Business Day an Interest Payment Date that is on or prior to the Change of Control Payment Purchase Date. If Within 30 days following a Change of Control, unless the Company or has given a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to notice of redemption of all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offeroutstanding Notes, the Company shall offer mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) When the aggregate amount of Collateral Net Proceeds exceeds $5.0 million, the Company shall, within 60 days following the date on which such Collateral Net Proceeds first exceed such amount, use all Collateral Net Proceeds to make a Collateral Sale Offer to all Holders of Notes to purchase, on a pro rata basis, the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with out of the Collateral Net Proceeds. The Company or any Restricted Subsidiary of the Company may invest the remaining Net Proceeds in any manner that is not prohibited by the Indenture. The offer price in any Collateral Sale Offer Amount at a price will be equal to 100% of their principal amount plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Settlement Date, and will be payable in cash. (c) On the 366th day (or, at the Company’s option, any earlier date) after an Asset Sale other than a Collateral Disposition or a Specified Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $10.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and, subject to limitations contained in Section 4.07 of the event Indenture, to all holders of any Pari Passu Indebtedness then outstanding, to purchase, on a pro rata basis, the maximum principal amount of Notes and such other Senior Subordinated Debt was issued with significant original issue discount, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the accreted value thereof) principal amount of the Notes plus accrued and unpaid interest and Additional Interest thereoninterest, if any, thereon to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of settlement, in accordance with the procedures set forth in the Indenture (or, in respect Indenture. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or remaining Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. . (d) If the aggregate principal amount of Notes tendered into a Collateral Sale Offer or such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer Amountproceeds allocated for the purchase of Notes, the Company shall Trustee will select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in accordance with denominations of $1.00 or any integral multiple thereof shall be purchased) or, in the depository’s procedures (case of Global Notes, the Trustee will select Notes for purchase based on amounts tendered)DTC’s method that most nearly approximates a pro rata selection unless otherwise required by law. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Collateral Sale Offer or 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. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase date, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Within 30 days following the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law settlement (the “Change of Control Payment Settlement Date”). , subject to the right of Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice prior to the close of business receive interest due on the third Business Day an Interest Payment Date that is on or prior to the Change of Control Payment Settlement Date. If the Company or a Restricted Subsidiary consummates Within 30 days following any Asset Sales, under certain circumstancesChange of Control, the Company is will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required to by Section 4.15 of the Indenture. (b) When the aggregate amount of Excess Proceeds then exceeds $25.0 million, within 10 days the Company shall commence an a pro rata offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made , and to all holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant any Pari Passu Indebtedness then outstanding, to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt Pari Passu Indebtedness that may be purchased with out of the Net Proceeds Offer Amount Excess Proceeds, at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) Notes plus accrued and unpaid interest and Additional Interest thereonInterest, if any, thereon to the date of purchasesettlement, subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture (or, in respect Indenture. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company or any Restricted Subsidiary may use such deficiency for general corporate purposes or remaining Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders thereof or lenders, collectively, exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Trustee shall select the Notes and the Company shall select the Notes Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in accordance with denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the depository’s procedures (based on amounts tendered)basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, in accordance with the Company shall mail a notice to each Holder setting forth the procedures set forth in governing the Indenture Change of Control Offer as required by the Indenture. (orb) If the Company's Consolidated Tangible Net Worth declines below $125.0 million (the "Minimum Tangible Net Worth") at the end of any fiscal quarter, in respect the Company must deliver an Officers' Certificate to the Trustee within 55 days after the end of such other Senior Subordinated Debtthat fiscal quarter (110 days after the end of any fiscal year) to notify the Trustee. If, such lesser priceon the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a "Deficiency Date"), the Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Company, then the Company shall make an offer (an "Offer") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the "Offer Amount") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, as may to the date of purchase; provided that no such Offer shall be provided required if, after the Deficiency Date but prior to the date the Company is required to make the Offer, capital in cash or Cash A2-6 Equivalents is contributed for by Equity Interests of the terms Company other than Disqualified Stock to the Company or its Restricted Subsidiaries sufficient to increase the Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Company shall make the Offer no later than 65 days after each Deficiency Date (120 days if such Deficiency Date is the last day of such Senior Subordinated Debtthe Company's fiscal year). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds The Offer is required to remain open for a period of 20 business days following its commencement (unless required to remain open for a longer period by applicable law). The Company shall purchase the Offer Amount of the Notes on a designated date no later than five business days after the termination of the Offer, or if less than the Net Proceeds Offer AmountAmount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Company may use such deficiency Offer Amount shall have tendered and not subsequently withdrawn their Notes for general corporate purposes or for any other purpose not prohibited by the Indenturerepurchase. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof tendered exceeds the amount of Net Proceeds Offer Amount, the Company shall select purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event will the failure of the Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the making of more than one Offer. The Company may reduce the principal amount of Notes to be purchased in accordance with pursuant to the depository’s procedures Offer by subtracting 100% of the principal amount (based on amounts tendered). Holders excluding premium) of the Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from acquired, redeemed or called for redemption by the Company prior to the purchase (otherwise than under this provision). The Company, however, may not credit Notes that have been previously used as a credit against any related purchase date and may elect obligation to have such repurchase Notes purchased by completing pursuant to this provision. Any Offer shall be conducted in compliance with applicable regulations under the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesfederal securities law, including Exchange Act Rule 14e-1.

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder of Notes will have the right to require that the Company Issuers to purchase some or all (in principal amounts of $1,000 or a portion an integral multiple of $1,000) of such Holder’s Notes pursuant to the offer described in the Indenture below (the “Change of Control Offer”), unless, after giving pro forma effect to the Change of Control, (i) ▇▇▇▇▇’▇ and S&P shall have confirmed their ratings of the Notes at a purchase price Ba3 or higher and BB- or higher, respectively, (ii) the ratio of Consolidated Income Available for Debt Service to Annual Debt Service for the four consecutive fiscal quarters ended on the most recent Measurement Date prior to the date of such Change of Control after such Change of Control is at least equal to the ratio of Consolidated Income Available for Debt Service to Annual Debt Service prior to such Change of Control and (iii) the Person formed by or surviving any consolidation or merger (if other than the Partnership) or to which any sale, assignment, transfer, conveyance or other disposition has been made forming the basis of the Change of Control is principally engaged in a Permitted Business. Any Change of Control Offer will include a cash offer price of 101% of the principal amount thereof of any Notes purchased plus accrued interest and Additional Interestunpaid interest, if any, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days If a Change of Control Offer is required, within 10 Business Days following a Change of Control, the date upon which Issuers shall mail a notice to each holder describing the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, offering to repurchase Notes on a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the specified date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the The Change of Control Payment Date. Date will be no earlier than 30 days and no later than 60 days from the date the notice is mailed. (b) If the Company Ventas, Inc. or a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesSales or Qualified CMBS Transactions and the aggregate amount of Excess Proceeds exceeds $35.0 million, the Company is required to Issuers will commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to Notes and all holders of other Senior Subordinated Debt that is pari passu with the Notes containing provisions similar to those set forth in Section 4.13 of the Company Indenture with respect to offers to purchase or a Restricted Subsidiary redeem with the proceeds of sales of assets (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the Company requiring the making of such an offer. Pursuant case may be) or in connection with securitizations to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, such and other Senior Subordinated pari passu Debt that may be purchased with out of the Net Excess Proceeds Offer Amount at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such and other Senior Subordinated pari passu Debt tendered pursuant to a Net Proceeds an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is less than the Net Proceeds Offer AmountExcess Proceeds, the Company Issuers may use such deficiency for general corporate purposes or for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or such and other Senior Subordinated pari passu Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes and other pari passu Debt to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Net Proceeds Offer Qualified CMBS Transaction Offer, as the case may be, from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form form, attached hereto, entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.”

Repurchase at Option of Holder. If a Fundamental Change of Control occurs, each Holder will have the right to require that the Company purchase shall, in accordance with the terms of the Indenture, make an offer to repurchase for cash all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101100% of the principal amount thereof Principal Amount of the Notes to be purchased, plus any accrued and unpaid interest to but excluding the Fundamental Change Repurchase Date, unless such Fundamental Change Repurchase Date falls after a Regular Record Date and Additional Interest, if any, on or prior to the date of purchase. Within 30 days following the date upon corresponding Interest Payment Date, in which the Change of Control occurred, case the Company must send in will pay the case full amount of Global Notes, through the facilities of DTC, accrued and in the case of certificated notes, by first class mail, a notice unpaid interest payable on such Interest Payment Date to the Trustee and each Holder, which notice shall govern the terms holder of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent record at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment corresponding Regular Record Date. If the Company or a Restricted Subsidiary consummates Within 20 days following any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds OfferFundamental Change, the Company shall offer mail a notice to purchaseeach Holder describing the transaction or transactions that constitute the Fundamental Change and offering to repurchase Notes on the Fundamental Change Repurchase Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. In addition, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase such Holder’s Notes, or any portion thereof that is an integral multiple of $1,000 Principal Amount, in cash, on a pro rata basisOctober 1, the maximum amount of Notes and2012, if it so electsOctober 1, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount 2017 and October 1, 2022, at a repurchase price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) Principal Amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Five Year Repurchase Date unless such Five Year Repurchase Date falls after a Regular Record Date and Additional Interest thereon, if any, on or prior to the date of purchasecorresponding Interest Payment Date, in accordance with which case the procedures set forth in Company will pay the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate full amount of Notes or accrued and unpaid interest payable on such other Senior Subordinated Debt tendered pursuant Interest Payment Date to a Net Proceeds Offer is the holder of record at the close of business on the corresponding Regular Record Date. Not less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount20 Business Days prior to each Five Year Repurchase Date, the Company shall select the Notes to be purchased mail a a written notice of repurchase in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” set forth on the reverse of the Notesthis Note.

Repurchase at Option of Holder. (a) If there is a Change of Control occursTriggering Event, each Holder will have the right to require that the Company shall be required to offer irrevocably to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Purchase Date all outstanding 4.750% Securities at a purchase price equal to 101% of the principal amount thereof thereof, plus (subject to the right of Holders of record on a Record Date that is on or prior to such Change of Control Purchase Date to receive interest due on the Interest Payment Date to which such Record Date relates) accrued interest and Additional Interestunpaid interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Purchase Date”). Holders electing to have a Note purchased pursuant to of 4.750% Securities will receive a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date Change of Control Purchase Date and may elect to have such Notes 4.750% Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below. (b) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all 4.750% Securities properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under paragraph 5, unless and until there is a default in payment of the applicable redemption price. (c) The Indenture imposes certain limitations on the reverse ability of the NotesCompany, the Subsidiary Guarantors or any Restricted Subsidiary to sell assets and subsidiary stock. In the event the Net Cash Proceeds from a permitted Asset Sale exceed certain amounts, as specified in the Indenture, the Company will be required either to reinvest the proceeds of such Asset Sale in a Related Business or other permitted investments, repay certain Indebtedness or to make an offer to purchase each Holder’s 4.750% Securities at 100% of the principal amount thereof, plus accrued interest, if any, to the purchase date. The limitations and the Company’s obligations with respect to the use of proceeds from an Asset Sale are subject to a number of important qualifications and exceptions and will cease to be applicable under certain circumstances.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice Offer and shall state, among other things, be in compliance with the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”)Indenture. Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change change of Control control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 4.10 of the Indenture. The Net Proceeds Asset Sale Offer may also be made to holders of other Senior Subordinated Indebtedness of the Company or a Restricted Subsidiary ranking pari passu with the Notes requiring the making of such an offer (“Pari Passu Debt”). Pursuant to the Asset Sale Offer, the Company shall offer to purchase on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of any other Pari Passu Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchaseSubsidiary, on a pro rata basis, the maximum amount of Notes and, if it so elects, and such other Senior Subordinated Pari Passu Debt that may be purchased with the Net Proceeds Asset Sale Offer Amount at a price equal to 100% of their principal amount in accordance with the procedures (or, including pro-rating in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of over-subscription and calculation of the accreted value thereofprincipal amount of notes denominated in different currencies) set forth in the Indenture, plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture purchase (or, in respect of such other Senior Subordinated Pari Passu Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To Pari Passu Debt in accordance with the extent that procedures (including pro-rating in the aggregate event of over-subscription and calculation of the principal amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by denominated in different currencies) set forth in the Indenture). If the aggregate principal amount of Notes or such other Senior Subordinated Pari Passu Debt surrendered by holders thereof exceeds the amount of Net Proceeds Asset Sale Offer Amount, the Company shall select the Notes to will be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s 's Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first first-class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. . (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a “Net Proceeds an "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture. The Net Proceeds offer price for the Notes (the "Asset Sale Offer may also Amount") will be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Asset Sale Offer Amount, the Company (or such Subsidiary) may use such deficiency remaining Asset Sale Offer Amount for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Asset Sale Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)apro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If a Change in Control occurs at any time prior to March 15, 2031, a Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Issuer to repurchase all or any of such Holder’s Securities having a principal amount equal to $1,000 or an integral multiple thereof on the date (the “Change in Control occursPurchase Date”) specified by the Issuer in the Issuer Notice (which date shall be no earlier than 30 days and no later than 60 days after the date of such Issuer Notice) for cash equal to the 100% of the principal amount of the Securities to be repurchased plus unpaid interest accrued thereon to but excluding the Change in Control Purchase Date (the “Change in Control Purchase Price”) by delivering a Change in Control Purchase Notice to the Trustee or any Paying Agent no later than the close of business on the second business day prior to the Change in Control Purchase Date. (b) On each of March 15, each Holder will 2016, March 15, 2021 and March 15, 2026, Holders of the Notes shall have the right to require that the Company purchase Issuer to repurchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), their Securities at a purchase price equal to 101100% of the principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, to but excluding the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, Repurchase Date by first class mail, delivering a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, Repurchase Notice to the Paying Agent at no earlier than the address specified in opening of business on the notice date that is 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the third Business Day prior to the Change relevant Repurchase Date. (c) Holders have the right to withdraw any Repurchase Notice by delivery to the Paying Agent of Control Payment Date. If a written notice of withdrawal in accordance with the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 provisions of the Indenture. The Net Proceeds Offer A Change in Control Purchase Notice is irrevocable and may also not be made to holders of other Senior Subordinated Debt of withdrawn. (d) If the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasePaying Agent holds, in accordance with the procedures terms of the Indenture, money sufficient to pay the Change in Control Purchase Price or Repurchase Price of such Securities on the Change in Control Purchase Date, the Repurchase Date or the Business Day following any such date, then, on and after such date and set forth in the Indenture (or, in respect of such other Senior Subordinated DebtIndenture, such lesser priceSecurities shall cease to be Outstanding and interest on such Securities shall cease to accrue, if any, as may be provided for by and all other rights of the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such Holder shall terminate (other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, right to receive the Company may use such deficiency for general corporate purposes Change in Control Purchase Price or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes Repurchase Price upon delivery or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse transfer of the NotesSecurities).

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Senior Subordinated Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase (the "Change of Control Payment"). Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction that constitutes the Change of Control and offering to repurchase the Senior Subordinated Notes pursuant to the procedures required by the Indenture and described in such notice; provided that, prior to complying with the applicable provisions of the Indenture, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Senior Subordinated Notes required by the Indenture. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Subordinated Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Senior Subordinated Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Subordinated Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Senior Subordinated Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Subordinated Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Senior Subordinated Notes so tendered the Change of Control Payment for such Senior Subordinated Notes and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Subordinated Note equal in principal amount to any unpurchased portion of the Senior Subordinated Notes surrendered, if any; provided, that each such new Senior Subordinated Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company will not be required to make a Change of Control occursOffer upon a Change of Control if a third party makes the Change of Control Offer in the manner, each Holder will have at the right to require that times and otherwise in compliance with the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described requirements set forth in the Indenture (applicable to a Change of Control Offer made by the “Company and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer”. When the aggregate amount of Excess Proceeds exceeds $5.0 million (an "Excess Proceeds Offer Triggering Event"), the Company shall make an offer to all Holders of Senior Subordinated Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Senior Subordinated Notes that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 101100% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, Liquidated Damages if any, thereon to the date of purchase, in accordance with the procedures set forth in Sections 3.09 hereof and Section 4.10 of the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt Notes tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company may use such deficiency any remaining Excess Proceeds for general corporate purposes or for any other purpose not prohibited by (subject to the restrictions of this Indenture). If the aggregate principal amount of Notes or such other Senior Subordinated Debt Notes surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Senior Subordinated Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive a Net purchase, the amount of Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. (a) If a Change in Control occurs at any time prior to June 15, 2032, a Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Issuer to repurchase all or any of such Holder’s Securities having a principal amount equal to $1,000 or an integral multiple thereof on the date (the “Change in Control occursPurchase Date”) specified by the Issuer in the Issuer Notice (which date shall be no earlier than 30 Business Days and no later than 60 Business Days after the date of such Issuer Notice) for cash equal to the 100% of the principal amount of the Securities to be repurchased plus unpaid interest accrued thereon to but excluding the Change in Control Purchase Date (the “Change in Control Purchase Price”) by delivering a Change in Control Purchase Notice to the Trustee or any Paying Agent no later than the close of business on the second Business Day prior to the Change in Control Purchase Date. (b) On each of June 15, each Holder will 2019, June 15, 2022 and June 15, 2027, Holders of the Notes shall have the right to require that the Company purchase Issuer to repurchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), their Securities at a purchase price equal to 101100% of the principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, to but excluding the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, Repurchase Date by first class mail, delivering a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, Repurchase Notice to the Paying Agent at no earlier than the address specified in opening of business on the notice date that is 60 Business Days prior to the relevant Repurchase Date and no later than the close of business on the third Business Day prior to the Change relevant Repurchase Date. (c) Holders have the right to withdraw any Repurchase Notice by delivery to the Paying Agent of Control Payment Date. If a written notice of withdrawal in accordance with the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 provisions of the Indenture. The Net Proceeds Offer A Change in Control Purchase Notice is irrevocable and may also not be made to holders of other Senior Subordinated Debt of withdrawn. (d) If the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasePaying Agent holds, in accordance with the procedures terms of the Indenture, money sufficient to pay the Change in Control Purchase Price or Repurchase Price of such Securities on the Change in Control Purchase Date, the Repurchase Date or the Business Day following any such date, then, on and after such date and set forth in the Indenture (or, in respect of such other Senior Subordinated DebtIndenture, such lesser priceSecurities shall cease to be Outstanding and interest on such Securities shall cease to accrue, if any, as may be provided for by and all other rights of the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such Holder shall terminate (other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, right to receive the Company may use such deficiency for general corporate purposes Change in Control Purchase Price or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes Repurchase Price upon delivery or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse transfer of the NotesSecurities).

Repurchase at Option of Holder. If a Change of Control Triggering Event occurs, each Holder of Senior Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to the an offer described in the Indenture (the a “Change of Control Offer”)) on the terms set forth in the Indenture. In the Change of Control Offer, at the Company shall offer payment (a purchase price “Change of Control Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of Senior Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of purchaserepurchase (the “Change of Control Payment Date,” which date will be no earlier than the date of such Change of Control). Within No later than 30 days following any Change of Control Triggering Event, the date upon which Company shall mail a notice to each Holder stating that a Change of Control Triggering Event has occurred and offering to repurchase Senior Notes on the Change of Control occurred, the Company must send Payment Date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be pursuant to the procedures required by law (the “Change of Control Payment Date”)Indenture and described in such notice. Holders of Senior Notes electing to have a Note Senior Notes purchased pursuant to a Change of Control Offer shall will be required to surrender the Notetheir Senior Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Senior Note completed, to the Paying Agent at the address specified in the notice notice, or transfer their Senior Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If a Change of in Control occurs, each a Holder will shall have the right right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require that the Company purchase Issuer to repurchase all or a portion any of such Holder’s Notes pursuant Securities having a principal amount equal to $1,000 or an integral multiple thereof on the offer described in the Indenture date (the “Change of in Control OfferPurchase Date”), at a purchase price equal to 101% of ) specified by the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send Issuer in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, Issuer Notice (which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 40 days from after the date of such notice is mailed, other than as may Issuer Notice) for cash equal to the 100% of the principal amount of the Securities to be required by law repurchased plus unpaid interest accrued thereon to but excluding the Change in Control Purchase Date (the “Change of in Control Payment DatePurchase Price”). Holders electing to have a Note purchased pursuant to ) by delivering a Change of in Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, Purchase Price Notice to the Trustee or any Paying Agent at the address specified in the notice prior to no later than the close of business on the third Business Day second business day prior to the Change of in Control Payment Purchase Date. A Change in Control Purchase Price notice is irrevocable and may not be withdrawn. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasePaying Agent holds, in accordance with the procedures terms of the Indenture, money sufficient to pay the Change in Control Purchase Price of such Securities on the Change in Control Purchase Date or the Business Day following such date, then, on and after such date and set forth in the Indenture (or, in respect of such other Senior Subordinated DebtIndenture, such lesser priceSecurities shall cease to be Outstanding and interest on such Securities shall cease to accrue, if any, as may be provided for by and all other rights of the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such Holder shall terminate (other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, right to receive the Company may use such deficiency for general corporate purposes Change in Control Purchase Price upon delivery or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse transfer of the NotesSecurities).

Repurchase at Option of Holder. If a Change of Control Triggering Event occurs, each Holder will unless the Company has exercised its right to redeem the Notes as described in Section 3.07 of the Supplemental Indenture, Holders of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such Holder’s $1,000 in excess thereof) of their Notes pursuant to the offer described in the Indenture below (the “Change of Control Offer”). In the Change of Control Offer, at a purchase price the Company shall offer payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and Additional Interestunpaid interest, if any, to on the Notes repurchased to, but excluding, the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date upon which of consummation of any Change of Control, but after public announcement of the pending Change of Control, the Company will mail (or deliver electronically) a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase the Company must send Notes on the date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdernotice, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must date will be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law delivered (the “Change of Control Payment Date”). Holders electing to have a Note purchased , pursuant to a the procedures required hereunder and described in such notice. The repurchase obligation with respect to any notice delivered prior to the consummation of the Change of Control Offer shall be required conditioned on the Change of Control Triggering Event occurring on or prior to surrender the Note, payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the form entitled “Option provisions of Holder this section, the Company will comply with the applicable securities laws and regulations and will not be deemed to Elect Purchase” on have breached its obligations hereunder by virtue of such conflicts. On the reverse Change of Control Payment Date, the Note completedCompany shall, to the extent lawful: a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; b) deposit with the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Datein respect of all Notes or portions of Notes properly tendered; and c) deliver or cause to be delivered to the Trustee the Notes properly accepted. If The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is will not be required to commence make an offer to all Holders (repurchase the Notes upon a “Net Proceeds Offer”) pursuant to Section 3.09 Change of Control Triggering Event if a third party makes such an offer in the Indenture. The Net Proceeds Offer may also be manner, at the times and otherwise in compliance with the requirements for an offer made to holders of other Senior Subordinated Debt of by the Company or a Restricted Subsidiary of the Company requiring the making of and such an third party purchases all Notes properly tendered and not withdrawn under its offer. Pursuant to In the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount event that Holders of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100not less than 90% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of outstanding Notes or accept a Change of Control Offer and the Company purchases all of the Notes held by such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer AmountHolders, the Company shall select will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to be purchased the Change of Control Payment plus, to the extent not included in accordance with the depository’s procedures Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the redemption date (based on amounts tendered). subject to the right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company is on or 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 Notesredemption date).

Repurchase at Option of Holder. (a) If there is a Change Designated Event, the Company shall be required to offer to purchase on the Designated Event Payment Date all outstanding Securities at a purchase price equal to 100% of Control occursthe principal amount thereof, each Holder plus accrued and unpaid interest and Liquidated Damages, if any, to the Designated Event Payment Date (subject to the right of holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the corresponding interest payment date); provided that, on the terms and subject to the conditions set forth in the Indenture, the Company shall not be required to offer to purchase the Securities as aforesaid if the Company has given notice of redemption of all of the outstanding Securities to holders in accordance with the Indenture. Holders of Securities that are subject to an offer to purchase will receive a Designated Event Offer from the Company prior to any related Designated Event Payment Date and holders of Definitive Securities may elect to have such Securities or portions thereof in authorized denominations purchased by completing the form entitled "Option of Noteholder To Elect Purchase" appearing below. Holders of Securities other than Definitive Securities may elect to have such Securities purchased in accordance with the procedures of the Depositary as set forth in the Designated Event Offer materials. Noteholders have the right to require that withdraw their election by delivering a written notice of withdrawal to the Company or the Paying Agent in accordance with the terms of the Indenture. (1) If there is an AVEX Acquisition Event, the Company shall be required to offer to purchase on the Special Redemption Payment Date all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), outstanding Securities at a purchase price equal to 101% of the principal amount thereof thereof, plus accrued and unpaid interest and Additional InterestLiquidated Damages, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice Special Redemption Payment Date (subject to the Trustee and each Holder, which notice shall govern the terms right of the Change holders of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” record on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid receive interest and Additional Interest thereonLiquidated Damages, if any, to due on the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tenderedcorresponding interest payment date). Holders of Notes Securities that are the subject of to an offer to purchase will receive a Net Proceeds Special Redemption Offer from the Company prior to any related purchase date Special Redemption Payment Date and holders of Definitive Securities may elect to have such Notes Securities in whole, but not in part, in authorized denominations purchased by completing the form entitled “"Option of Holder to Noteholder To Elect Purchase” on " appearing below. Holders of Securities other than Definitive Securities may elect to have such Securities purchased in accordance with the reverse procedures of the NotesDepositary as set forth in the Special Redemption Offer materials. Noteholders have the right to withdraw their election by delivering a written notice of withdrawal to the Company or the Paying Agent in accordance with the terms of the Indenture. (2) If after the Special Redemption Payment Date, less than 10% of the original aggregate principal amount of the Securities remains outstanding, the Company may, at its option, redeem the remaining Securities, in whole, but not in part, at a price equal to the Company Special Call Payment; provided that subject to the provisions of this clause (2) and Section 4.09 of the Indenture, the provisions of Sections 3.03, 3.04 and 3.05 of the Indenture shall apply to such redemption; provided further, that the notices to holders and the Trustee specified in Section 3.03 of the Indenture shall be given at least 20 days before the Company Special Call Date.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Secured Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Secured Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Secured Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Secured Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Secured Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Secured Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.have

Repurchase at Option of Holder. If a Change Subject to the terms and conditions of Control occursthe Indenture, each Holder will have the right to require that the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Notes held by such Holder on September 1, 2007, September 1, 2011 and September 1, 2016 (each, a “Purchase Date”) at a Purchase Price equal to the principal amount of such Notes, plus accrued and unpaid interest on the Notes to, but excluding, the applicable Purchase Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on such Purchase Date and upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash subject to the terms and conditions of the Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or a portion of the Notes held by such Holder’s Notes pursuant to Holder 40 Business Days after the offer described in the Indenture (the “Change occurrence of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice Company occurring on or prior to the close of business on the third Business Day prior to the September 1, 2007, for a Change of Control Payment Date. If Purchase Price equal to the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making principal amount of such an offer. Pursuant to the Net Proceeds OfferNotes, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonon the Notes to, if anybut excluding, the Change of Control Purchase Date, which Change of Control Purchase Price shall be paid in cash. Holders have the right to withdraw any Purchase Notice or Change of Control Purchase Notice, as the case may be, by delivering to the date Paying Agent a written notice of purchase, withdrawal in accordance with the procedures set forth in the Indenture (or, in respect provisions of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If cash (and/or securities if permitted under the aggregate principal amount Indenture) sufficient to pay the Purchase Price or Change of Control Purchase Price, as the case may be, of all Notes or such other Senior Subordinated Debt surrendered by holders portions thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance as of the Purchase Date or the Change of Control Purchase Date, as the case may be, is deposited with the depository’s procedures (based Paying Agent on amounts tendered). Holders the Business Day next following the Purchase Date or the Change of Notes that are Control Purchase Date, as the subject of an offer case may be, interest will cease to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have accrue on such Notes purchased by completing (or portions thereof) immediately after such Purchase Date or Change of Control Purchase Date, as the form entitled “Option case may be, whether or not such Notes have been delivered to the Paying Agent, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change of Holder to Elect Purchase” on Control Purchase Price, as the reverse case may be, upon surrender of the such Notes).

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If a Change Subject to the terms and conditions of Control occursthe Indenture, each Holder will have the right to require that the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Notes held by such Holder on September 1, 2007, September 1, 2011 and September 1, 2016 (each, a "Purchase Date") at a Purchase Price equal to the principal amount of such Notes, plus accrued and unpaid interest on the Notes to, but excluding, the applicable Purchase Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on such Purchase Date and upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash subject to the terms and conditions of the Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or a portion of the Notes held by such Holder’s Notes pursuant to Holder 40 Business Days after the offer described in the Indenture (the “Change occurrence of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice Company occurring on or prior to the close of business on the third Business Day prior to the September 1, 2007, for a Change of Control Payment Date. If Purchase Price equal to the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making principal amount of such an offer. Pursuant to the Net Proceeds OfferNotes, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonon the Notes to, if anybut excluding, the Change of Control Purchase Date, which Change of Control Purchase Price shall be paid in cash. Holders have the right to withdraw any Purchase Notice or Change of Control Purchase Notice, as the case may be, by delivering to the date Paying Agent a written notice of purchase, withdrawal in accordance with the procedures set forth in the Indenture (or, in respect provisions of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If cash (and/or securities if permitted under the aggregate principal amount Indenture) sufficient to pay the Purchase Price or Change of Control Purchase Price, as the case may be, of all Notes or such other Senior Subordinated Debt surrendered by holders portions thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance as of the Purchase Date or the Change of Control Purchase Date, as the case may be, is deposited with the depository’s procedures (based Paying Agent on amounts tendered). Holders the Business Day next following the Purchase Date or the Change of Notes that are Control Purchase Date, as the subject of an offer case may be, interest will cease to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have accrue on such Notes purchased by completing (or portions thereof) immediately after such Purchase Date or Change of Control Purchase Date, as the form entitled “Option case may be, whether or not such Notes have been delivered to the Paying Agent, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change of Holder to Elect Purchase” on Control Purchase Price, as the reverse case may be, upon surrender of the such Notes).

Repurchase at Option of Holder. If a Change of Control Triggering Event occurs, each Holder will unless the Company has exercised its right to redeem the notes as described in Section 3.07 of the Supplemental Indenture, Holders of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such Holder’s Notes $1,000 in excess thereof) of their notes pursuant to the offer described in the Indenture below (the “Change of Control Offer”). In the Change of Control Offer, at a purchase price the Company shall offer payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and Additional Interestunpaid interest, if any, to on the notes repurchased to, but excluding, the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date upon which of consummation of any Change of Control, but after public announcement of the pending Change of Control, the Company will mail (or deliver electronically) a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase the Company must send Notes on the date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdernotice, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”). Holders electing to have a Note purchased , pursuant to a the procedures required hereunder and described in such notice. The repurchase obligation with respect to any notice mailed prior to the consummation of the Change of Control Offer shall be required conditioned on the Change of Control Triggering Event occurring on or prior to surrender the Note, payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the form entitled “Option provisions of Holder this section, the Company will comply with the applicable securities laws and regulations and will not be deemed to Elect Purchase” on have breached its obligations hereunder by virtue of such conflicts. On the reverse Change of Control Payment Date, the Note completedCompany shall, to the extent lawful: a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; b) deposit with the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Datein respect of all Notes or portions of Notes properly tendered; and c) deliver or cause to be delivered to the Trustee the Notes properly accepted. If CH\1921617.11 The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is will not be required to commence make an offer to all Holders (repurchase the Notes upon a “Net Proceeds Offer”) pursuant to Section 3.09 Change of Control Triggering Event if a third party makes such an offer in the Indenture. The Net Proceeds Offer may also be manner, at the times and otherwise in compliance with the requirements for an offer made to holders of other Senior Subordinated Debt of by the Company or a Restricted Subsidiary of the Company requiring the making of and such an third party purchases all Notes properly tendered and not withdrawn under its offer. Pursuant to In the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount event that Holders of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100not less than 90% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of a series of outstanding Notes or accept a Change of Control Offer and the Company purchases all of the Notes of such other Senior Subordinated Debt surrendered series held by holders thereof exceeds the amount of Net Proceeds Offer Amountsuch Holders, the Company shall select will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes of such series that remain outstanding following such purchase at a redemption price equal to be purchased the Change of Control Payment plus, to the extent not included in accordance with the depository’s procedures Change of Control Payment, accrued and unpaid interest on the Notes of such series that remain outstanding, to, but excluding, the redemption date (based on amounts tendered). subject to the right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company is on or 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 Notesredemption date).

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or will be required to make an Offer to Purchase (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the principal amount thereof of the Notes tendered, plus accrued interest and Additional Interestunpaid interest, if any, to but not including the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice Purchase Date (subject to the Trustee and each Holder, which notice shall govern right of Holders on the terms relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of the Change of Control Offer. Such notice shall stateforegoing, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required deemed to surrender have been made if (i) within thirty (30) days following a Change of Control, the Note, Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the form entitled “Option terms of Holder such Offer to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the . Any Change of Control Payment Date. Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (b) If the Company or a any of its Restricted Subsidiary Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset SalesSale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $25.0 million, under certain circumstanceswithin thirty days thereof, the Company is required will make an Offer to commence an offer Purchase (“Asset Sale Offer”) to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to and all holders of other Senior Subordinated 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 the Company or a Restricted Subsidiary sales of the Company requiring the making of such an offer. Pursuant assets, in each case, equal to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Pari Passu Debt that may be purchased with out of the Net Proceeds Excess Proceeds. The offer price in any such Asset Sale Offer Amount at a price will be equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) Notes purchased, plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to but excluding the date of purchase, and will be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other 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 or and such other Senior Subordinated Pari Passu Debt surrendered by holders thereof tendered into such Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company shall Trustee will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basis as between the Notes and Pari Passu Debt. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the depository’s procedures specified in Section 3.8 of the Indenture. (based on amounts tendered). 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 a Net Proceeds notice of an Offer to Purchase from the Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled “titled “ Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, the Company shall be required to make an offer (a "CHANGE OF CONTROL OFFER") to each Holder will have the right to require that the Company purchase repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase (the "CHANGE OF CONTROL PAYMENT"). 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. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in accordance denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the succeeding Interest Payment Date. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Note Guarantees or the Notes may be amended or supplemented with the procedures set forth consent of the Holders of at least a majority in principal amount of the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser pricethen outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Note Guarantees or the Notes may be provided waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or acquisition by a successor to the terms Company pursuant to Article 5 of such Senior Subordinated Debt). To the Indenture; to release any Guarantor from any of its obligations under its Note Guarantee or the Indenture (to the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited permitted by the Indenture. If ); to make any change that would that does not materially adversely affect the aggregate principal amount legal rights hereunder of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes; or to comply with requirements of the SEC in order to effect or maintain the qualification of this Agreement under the Trust Indenture Act.

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occurs(subject to the provisions of the immediately succeeding paragraph), each Holder will of Notes shall have the right right, at such Holder's option, pursuant to require that an offer (subject only to conditions required by applicable law, if any) by the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”"), to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that shall be no later than 40 Business Days after the occurrence of such Change of Control, at a purchase cash price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus together with accrued and unpaid interest and Additional InterestLiquidated Damages, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control OfferPurchase Date. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a The Change of Control Offer shall be made within 35 days following a Change of Control and shall remain open for 20 Business Days following its commencement or such longer period as may be required to surrender by applicable law (the Note"Change of Control Offer Period"). If a New Credit Facility is in effect, with or any amounts are owing thereunder, at the form entitled “Option of Holder to Elect Purchase” on the reverse time of the Note completedoccurrence of a Change of Control, to the Paying Agent at the address specified in the notice prior to the close mailing of business on the third Business Day prior notice to Holders described in the preceding paragraph, but in any event within thirty days following any Change of Control, the Company shall (i) repay in full all Obligations under the New Credit Facility or offer to repay in full all Obligations under the New Credit Facility and repay the Obligations under the New Credit Facility of each lender who has accepted such offer or (ii) obtain the requisite consent under the New Credit Facility to permit the repurchase of Notes as described above. The Company must first comply with the covenant described in the preceding sentence before it shall be required to purchase Notes in the event of a Change of Control; provided that the Company's failure to comply with the covenant described in the preceding sentence shall constitute an Event of Default described in clause (iii) under "Events of Default" if not cured within thirty days after the notice required by such clause. As a result of the foregoing, a Holder of the Notes may not be able to compel the Company to purchase the Notes unless the Company is able at the time to refinance all of the New Credit Facility or obtain requisite consents under the New Credit Facility. On or before the Change of Control Purchase Date, the Company shall (1) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased (2) deposit with the Net Proceeds Offer Amount at a price equal Paying Agent cash sufficient to 100% pay the Change of their principal amount Control Purchase Price (or, in the event such other Senior Subordinated Debt was issued together with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, ) of all Notes so tendered and (3) deliver to the date Trustee Notes so accepted an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly pay the Holders of purchaseAny Change of Control Offer will be made in compliance with all applicable laws, in accordance with the procedures set forth in the Indenture (orrules and regulations, in respect of such other Senior Subordinated Debt, such lesser priceincluding, if anyapplicable, as may be provided for by Regulation 14E under the terms of such Senior Subordinated Debt)Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the aggregate amount provisions of Notes any securities laws or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than regulations conflict with the Net Proceeds Offer Amountprovisions of this covenant, compliance by the Company may use or any of the Guarantors with such deficiency for general corporate purposes or for any other purpose laws and regulations shall not prohibited by the Indenturein and of itself cause a breach of its obligations under such covenant. If the aggregate principal amount Change of Notes Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any due on such other Senior Subordinated Debt surrendered by holders thereof exceeds Interest Payment Date) will be paid to the amount Person in whose name a Note is registered at the close of Net Proceeds Offer Amountbusiness on such Record Date, the Company shall select and such interest (and Liquidated Damages, if applicable) will not be payable to Holders who tender the Notes pursuant to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders Change of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesControl Offer.

Repurchase at Option of Holder. If a Change Subject to the terms and conditions of Control occursthe Indenture, each Holder will have the right to require that the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Notes held by such Holder on September 1, 2002, September 1, 2004, September 1, 2006, September 1, 2008, September 1, 2011 and September 1, 2016 (each, a "Purchase Date") at a Purchase Price equal to the principal amount of such Notes, plus accrued and unpaid interest on the Notes to, but excluding, the applicable Purchase Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on such Purchase Date and upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock, or in any combination thereof, subject to the terms and conditions of the Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or a portion of the Notes held by such Holder’s Notes pursuant to Holder 40 Business Days after the offer described in the Indenture (the “Change occurrence of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice Company occurring on or prior to the close of business on the third Business Day prior to the September 1, 2006, for a Change of Control Payment Date. If Purchase Price equal to the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making principal amount of such an offer. Pursuant to the Net Proceeds OfferNotes, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonon the Notes to, if anybut excluding, the Change of Control Purchase Date, which Change of Control Purchase Price shall be paid in cash. A-4 35 Holders have the right to withdraw any Purchase Notice or Change of Control Purchase Notice, as the case may be, by delivering to the date Paying Agent a written notice of purchase, withdrawal in accordance with the procedures set forth in the Indenture (or, in respect provisions of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If cash (and/or securities if permitted under the aggregate principal amount Indenture) sufficient to pay the Purchase Price or Change of Control Purchase Price, as the case may be, of all Notes or such other Senior Subordinated Debt surrendered by holders portions thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance as of the Purchase Date or the Change of Control Purchase Date, as the case may be, is deposited with the depository’s procedures (based Paying Agent on amounts tendered). Holders the Business Day following the Purchase Date or the Change of Notes that are Control Purchase Date, as the subject of an offer case may be, interest will cease to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have accrue on such Notes purchased by completing (or portions thereof) immediately after such Purchase Date or Change of Control Purchase Date, as the form entitled “Option case may be, whether or not such Notes have been delivered to the Paying Agent, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change of Holder to Elect Purchase” on Control Purchase Price, as the reverse case may be, upon surrender of the such Notes).

Repurchase at Option of Holder. If a Change Subject to the terms and conditions of Control occursthe Indenture, each Holder will have the right to require that the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Notes held by such Holder on April 1, 2009, April 1, 2014 and April 1, 2019 (each, a "Purchase Date") at a Purchase Price equal to the principal amount of such Notes, plus accrued and unpaid interest on the Notes to, but excluding, the applicable Purchase Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on such Purchase Date and upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock, or in any combination thereof, subject to the terms and conditions of the Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or a portion of the Notes held by such Holder’s Notes pursuant to Holder 40 Business Days after the offer described in the Indenture (the “Change occurrence of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice Company occurring on or prior to the close of business on the third Business Day prior to the April 1, 2009, for a Change of Control Payment Date. If Purchase Price equal to the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making principal amount of such an offer. Pursuant to the Net Proceeds OfferNotes, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest on the Notes to, but excluding, the Change of Control Purchase Date, which Change of Control Purchase Price shall be paid, at the option of the Company, in cash or by the issuance and Additional Interest thereondelivery of shares of Common Stock or any combination thereof, if any, subject to the date terms and conditions of purchasethe Indenture. Holders have the right to withdraw any Purchase Notice or Change of Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the procedures set forth in the Indenture (or, in respect provisions of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If cash (and/or securities if permitted under the aggregate principal amount Indenture) sufficient to pay the Purchase Price or Change of Control Purchase Price, as the case may be, of all Notes or such other Senior Subordinated Debt surrendered by holders portions thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance as of the Purchase Date or the Change of Control Purchase Date, as the case may be, is deposited with the depository’s procedures (based Paying Agent on amounts tendered). Holders the Business Day following the Purchase Date or the Change of Notes that are Control Purchase Date, as the subject of an offer case may be, interest will cease to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have accrue on such Notes purchased by completing (or portions thereof) immediately after such Purchase Date or Change of Control Purchase Date, as the form entitled “Option case may, be whether or not such Notes have been delivered to the Paying Agent, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change of Holder to Elect Purchase” on Control Purchase Price, as the reverse case may be, upon surrender of the such Notes).

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Secured Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Secured Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Secured Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Secured Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Secured Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Secured Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to an offer by the offer described in the Indenture Company (the “a "Change of Control Offer”), ") at an offer price (a purchase price "Change of Control Payment") in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and Additional Interestunpaid interest, if any, to the date of purchase. Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on a date (the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the "Change of Control Offer. Such notice shall state, among other things, the purchase datePayment Date") specified in such notice, which must shall be no earlier than 30 days nor and no later than 60 90 days from the date such notice is mailed, other than as may be pursuant to the procedures required by law the Indenture and described in such notice. (b) Within 365 days after the “Change receipt of Control Payment Date”any Net Proceeds from an Asset Sale, the Company or any Restricted Subsidiary may apply such Net Proceeds at its option: (i) to repay Senior Debt of the Company or any Guarantor, or any Indebtedness of any Restricted Subsidiary that is not a Guarantor (and, in the case of revolving credit Indebtedness, to reduce commitments with respect thereto); or (ii) to the acquisition of a majority of the assets of a Permitted Business, or a majority of the Voting Stock of a Person engaged in a Permitted Business (provided that such Person will become on the date of acquisition thereof a Restricted Subsidiary), the making of a capital expenditure or the acquisition of other long-term assets (including, without limitation, security monitoring accounts or agreements) that are used or useful in a Permitted Business. Holders electing to have a Note purchased Pending application of Net Proceeds pursuant to a Change the Section 4.10 of Control Offer shall the Indenture, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the next preceding sentence will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence make an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of Notes and other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, Indebtedness ranking on a pro rata basis, parity with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes andand other Indebtedness ranking on a parity with the Notes, if it so electspro rata, such other Senior Subordinated Debt that may be purchased with out of the Net Excess Proceeds Offer Amount at a an offer price in cash in an amount equal to 100% of their the principal amount thereof (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of or the accreted value thereof) of such Indebtedness, if such other Indebtedness is issued at a discount), plus accrued and unpaid interest and Additional Interest thereoninterest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)this Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or Excess Proceeds for any other purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes or and other Indebtedness ranking on a parity with the Notes tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes and other Indebtedness ranking on a parity with the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive a Net purchase, the amount of Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If a Change of Control Triggering Event occurs, each Holder will shall have the right to require that the Company to purchase all or a portion any part of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, 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). Within 30 days following the date upon which the Change of Control Triggering Event occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, deliver a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice Offer and shall state, among other things, be in compliance with the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”)Indenture. Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close notice. The Notes are in registered form without coupons in denominations of business on the third Business Day prior to the Change $2,000 and integral multiples of Control Payment Date$1,000 thereafter. If the Company A Holder may transfer or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of exchange Notes in accordance with the Indenture. The Net Proceeds Offer Registrar may also be made to holders of require a Holder, among other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if anythings, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes law or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited permitted by the Indenture. If The Registrar need not register the aggregate principal amount transfer of or exchange any Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds selected for redemption (except, in the amount case of Net Proceeds Offer Amounta Note to be redeemed in part, the Company shall select portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of redeemed or 15 days before an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesInterest Payment Date.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 principal amount or an integral multiple thereof) of such Holder’s Notes pursuant to the offer described in the Indenture (the “a Change of Control Offer”), Offer at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interestadditional interest, if any, thereon, to the date of purchasepurchase provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this provision in the event that it has mailed the notice to exercise its right to redeem all of the Notes under the terms of Section 3.07 of the Indenture at any time prior to the requirement to consummate the Change of Control Offer and redeems the Notes in accordance with such notice. Within 30 days following any Change of Control, or at the date upon which the Company’s option, prior to any Change of Control occurredbut after it is publicly announced, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, will mail a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall stateHolder describing, among other things, the purchase datetransaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which must date shall be no earlier than 30 days nor later than 60 90 days from the date such notice is mailed, other than as may be pursuant to the procedures required by law (the “Indenture and described in such notice that a Holder must follow in order to have its Notes repurchased including that the Change of Control Payment Date”). Holders electing to have a Note purchased pursuant Offer is conditioned on the Change of Control occurring if the notice is mailed prior to a Change of Control Offer shall be required Control. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply an amount equal to surrender such Net Proceeds at its option to (1) prepay, repay or repurchase Senior Debt and, if (A) the NoteSenior Debt repaid is revolving credit Indebtedness, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent and (B) at the address specified in time of such Asset Sale and at the notice prior to the close time of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstancessuch repayment, the Company is required not permitted to commence an offer to all Holders (a “Net Proceeds Offer”) incur at least $1.00 of additional Indebtedness pursuant to Section 3.09 the Fixed Charge Coverage Ratio test set forth in Subsection 4.09(a) of the Indenture. The , correspondingly reduce commitments with respect thereto or (2) to invest in (or enter into a legally binding agreement to invest in) or purchase Replacement Assets or to make a capital expenditure in or that is used or useful in a Permitted Business; provided, however, that if any such legally binding agreement to invest such Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of is terminated, then the Company or a Restricted Subsidiary of the Company requiring the making may, within 90 days of such an offer. Pursuant to termination or within 365 days after the receipt of any Net Proceeds Offerfrom an Asset Sale, whichever is later, invest such Net Proceeds as provided in clause (a) or (b) hereof. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the immediately preceding sentence shall constitute “Excess Proceeds.” Within 30 days after the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall offer make an Asset Sale Offer to purchaseall Holders, on a pro rata basisand all holders of other Indebtedness that is pari passu with the Notes 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, if it so elects, and such other Senior Subordinated Debt Pari Passu Indebtedness that may be purchased with out of the Net Proceeds Excess Proceeds. The offer price in any Asset Sale Offer Amount at a price shall be equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) Notes purchased plus accrued and unpaid interest and Additional Interest thereonadditional interest, if any, thereon, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or Excess Proceeds for any other purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes or and such other Senior Subordinated Debt surrendered by holders thereof Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes and such other Pari Passu Indebtedness to be purchased in accordance with the depository’s procedures (on a pro rata basis based on amounts tendered). Holders the principal amount of Notes that are and such other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the subject amount of an offer to purchase will receive a Net Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice Offer and shall state, among other things, be in compliance with the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”)Indenture. Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datenotice. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 4.10 of the Indenture. The Net Proceeds Asset Sale Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Asset Sale Offer, the Company shall offer to purchasepurchase on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of any other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer, on a pro rata basis, the maximum amount of Notes and, if it so elects, and such other Senior Subordinated Debt that may be purchased with the Net Proceeds Asset Sale Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) ), plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture purchase (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such the Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Asset Sale Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, on the Notes repurchased, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send in the case of Global and offering to repurchase Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of on the Change of Control Offer. Such notice shall state, among other things, Payment Date specified in the purchase datenotice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse procedures set forth in Section 11.09 of the Note completedIndenture and described in such notice. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or the applicable Restricted Subsidiary may apply those Net Proceeds, at its option: (1) to repay permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a Restricted Subsidiary consummates that is not a Guarantor, Indebtedness of such Restricted Subsidiary) and, if the Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire, or enter into a definitive agreement to acquire, all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock of a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary and provided, further, however, in the case of a definitive agreement, that such acquisition closes within 120 days of such 360 day period; (3) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of (i) construction of new facilities, (ii) expansions to existing facilities and (iii) repair or construction of damaged or destroyed facilities, in each case, which commences within such 360 days may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed specifically for such activity within such 360 days); or (4) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Asset Sales, under certain circumstancesNet Proceeds, the Company is required to commence an offer to all Holders (a “may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds Offer”) pursuant to Section 3.09 of in any manner that is not prohibited by the Indenture. The Any Net Proceeds Offer may also be made to holders from Asset Sales that are not applied or invested as provided in the preceding sentence of other Senior Subordinated Debt of this paragraph 6(b), or that the Company determines will not be applied or a Restricted Subsidiary invested as provided in the preceding sentence of this paragraph 6(b), shall constitute “Excess Proceeds.” When the Company requiring the making aggregate amount of such an offer. Pursuant to the Net Excess Proceeds Offerexceeds $50.0 million, the Company shall offer make an Asset Sale Offer to purchaseall Holders of Notes and, at the Company’s option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase on a pro rata basis, basis the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with out of the Net Proceeds Excess Proceeds. The offer price in any Asset Sale Offer Amount at a price shall be equal to 100% of their the principal amount (oramount, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and other pari passu Indebtedness tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Notes and such other pari passu Indebtedness shall select the Notes to be purchased in accordance with on a pro rata basis. Upon completion of each Asset Sale Offer, the depository’s procedures (based on amounts tendered). Holders amount of Notes that are the subject of an offer to purchase will receive a Net Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s 's Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first first-class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. . (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a “Net Proceeds an "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture. The Net Proceeds offer price for the Notes (the "Asset Sale Offer may also Amount") will be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Asset Sale Offer Amount, the Company (or such Subsidiary) may use such deficiency remaining Asset Sale Offer Amount for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Asset Sale Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds 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. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or a portion of to repurchase such Holder’s 's Senior Notes pursuant to the offer described in the Indenture whole or in part (the “"Change of Control Offer”), ") at a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, and Special Interest, if any, to the Change of Control Payment Date on the terms described in the Indenture. Within 30 days following any Change of Control, the Company shall send, or cause to be sent, by first class mail, postage prepaid, a notice regarding the Change of Control Offer to each Holder of Senior Notes. The Holder of this Senior Note may elect to have this Senior Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Senior Note pursuant to the Change of Control Offer. Unless the Company defaults in the payment of the Change of Control Payment with respect thereto, all Senior Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest (and Special Interest, if any) from and after the Change of Control Purchase Date. (b) Subject to the limitations set forth in the next following paragraph and the Indenture, if at any time the Company or any Subsidiary engages in an Asset Sale as result of which the aggregate amount of Excess Proceeds exceeds $15,000,000, the Company shall within 30 days thereafter, or at any time after receipt of Excess Proceeds but prior to there being $15,000,000 of Excess Proceeds, the Company may, at its option, make a pro rata offer (an "Asset Sale Offer") to all Holders of Senior Notes and holders of other Senior Debt, if and to the extent the Company is required by the instruments governing such other Senior Debt to make such an offer, to purchase other Senior Notes and such Senior Debt in an aggregate amount equal to the Excess Proceeds, at a price in cash (the "Asset Sale Offer Purchase Price") equal to 100% of the outstanding principal of the Senior Notes plus accrued interest and Additional Special Interest, if any, to the date of purchase and, in the case of such other Senior Debt, 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero and the Company may use any remaining amount for general corporate purposes. Within 30 days following of the date upon which the Change amount of Control occurredExcess Proceeds exceeds $15,000,000, the Company must send in the case of Global Notesshall send, through the facilities of DTC, and in the case of certificated notesor cause to be sent, by first class mail, postage prepaid, a notice regarding the Asset Sale Offer to the Trustee and each Holder, which notice shall govern the terms Holder of the Change Senior Notes. The Holder of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as this Senior Note may be required by law (the “Change of Control Payment Date”). Holders electing elect to have this Senior Note or a Note portion hereof in an authorized denomination purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with by completing the form entitled “"Option of Holder to Elect Purchase” on " appearing below and tendering this Senior Note pursuant to the reverse Asset Sale Offer. Unless the Company defaults in the payment of the Note completedAsset Sale Offer Purchase Price with respect thereto, all Senior Notes or portions thereof selected for payment pursuant to the Paying Agent at Asset Sale Offer will cease to accrue interest from and after the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Asset Sale Offer Purchase Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If a Change of Control Triggering Event occurs, each Holder will shall have the right to require that the Company purchase to repurchase all or a portion any part of such Holder’s Notes pursuant to the offer described in the Indenture (the “a Change of Control Offer”), Offer in cash at a purchase price equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, to the date of purchaserepurchase date. Within 30 days following any Change of Control Triggering Event, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice offering to the Trustee and each Holder, which notice shall govern the terms of repurchase Notes on the Change of Control Offer. Such notice shall state, among other things, Payment Date specified in the purchase datenotice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be pursuant to the procedures required by law the Indenture and described in such notice. (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer b) The Company shall be required to surrender use the Note, with Net Cash Proceeds and the form entitled “Option of Holder Excess Proceeds from any Asset Sale under certain circumstances as required in the Indenture to Elect Purchase” on make an Asset Sale Offer to the reverse Holders of the Note completedNotes (and, in the case of an Asset Sale relating to the Paying Agent at use of Excess Proceeds, from the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, any Applicable Pari Passu Indebtedness) on a pro rata basis, basis (based on the maximum aggregate principal amount of 2011 Fixed Rate and 2011 Floating Rate Notes and, if it so electsapplicable, Applicable Pari Passu Indebtedness), an aggregate principal amount of the Notes and Applicable Pari Passu Indebtedness, if applicable, equal to such other Senior Subordinated Debt that Net Cash Proceeds or Excess Proceeds, as the case may be. The repurchase price shall be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their the aggregate principal amount (orthereof, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonInterest, if any, to the date of purchase, payment date. The Company shall effect any Asset Sale Offer in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If a Change of Control Triggering Event occurs, each Holder will unless the Company has exercised its right to redeem the Notes as described in Section 3.07 of the Supplemental Indenture, Holders of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such Holder’s $1,000 in excess thereof) of their Notes pursuant to the offer described in the Indenture below (the “Change of Control Offer”). In the Change of Control Offer, at a purchase price the Company shall offer payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and Additional Interestunpaid interest, if any, to on the Notes repurchased to, but excluding, the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date upon which of consummation of any Change of Control, but after public announcement of the pending Change of Control, the Company will mail (or deliver electronically) a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase the Company must send Notes on the date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdernotice, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”). Holders electing to have a Note purchased , pursuant to a the procedures required hereunder and described in such notice. The repurchase obligation with respect to any notice mailed prior to the consummation of the Change of Control Offer shall be required conditioned on the Change of Control Triggering Event occurring on or prior to surrender the Note, payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the form entitled “Option provisions of Holder this Section 7, the Company will comply with the applicable securities laws and regulations and will not be deemed to Elect Purchase” on have breached its obligations hereunder by virtue of such conflicts. On the reverse Change of Control Payment Date, the Note completedCompany shall, to the extent lawful: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Datein respect of all Notes or portions of Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Notes properly accepted. If The Paying Agent will promptly mail or otherwise deliver to each Holder of Notes (that have been properly tendered) the Change of Control Payment for such Notes, and the Issuer shall execute and the Trustee, upon an Authentication Order, will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is will not be required to commence make an offer to all Holders (repurchase the Notes upon a “Net Proceeds Offer”) pursuant to Section 3.09 Change of Control Triggering Event if a third party makes such an offer in the Indenture. The Net Proceeds Offer may also be manner, at the times and otherwise in compliance with the requirements for an offer made to holders of other Senior Subordinated Debt of by the Company or a Restricted Subsidiary of the Company requiring the making of and such an third party purchases all Notes properly tendered and not withdrawn under its offer. Pursuant to In the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount event that Holders of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100not less than 90% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of outstanding Notes or accept a Change of Control Offer and the Company purchases all of the Notes held by such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer AmountHolders, the Company shall select will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to be purchased the Change of Control Payment plus, to the extent not included in accordance with the depository’s procedures Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the redemption date (based on amounts tendered). subject to the right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company is on or 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 Notesredemption date).

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company shall be required to offer to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Payment Date all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to on the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, plus accrued and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior unpaid interest to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of to an offer to purchase will receive be mailed a Net Proceeds Change of Control Offer from the Company prior to any related purchase date Change of Control Payment Date and may elect to have such Notes or portions thereof in authorized denominations purchased by completing the form entitled “Option of Holder to Securityholder To Elect Purchase” appearing below. Securityholders have the right to withdraw their election by delivering a written notice of withdrawal to the Company or the Paying Agent in accordance with the terms of the Indenture. If there is a Triggering Distribution (as defined in the Indenture), the Company shall be required to offer to purchase on the reverse Repurchase Payment Date all outstanding Notes at a purchase price equal to 100% of the Notesprincipal amount thereof, together with any accrued and unpaid interest to the Repurchase Payment Date. Holders of Notes that are subject to an offer to purchase will be mailed a Repurchase Offer from the Company on or before the date that is 90 days prior to any related Repurchase Payment Date and may elect to have such Notes or portions thereof in authorized denominations purchased by completing the form entitled “Option of Securityholder To Elect Purchase” appearing below. Securityholders have the right to withdraw their election by delivering a written notice of withdrawal to the Company or the Paying Agent in accordance with the terms of the Indenture.

Repurchase at Option of Holder. (a) If there is a Change of Control occursTriggering Event, each Holder will have the right to require that the Company shall be required to offer irrevocably to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Purchase Date all outstanding 5 7/8% Securities at a purchase price equal to 101% of the principal amount thereof thereof, plus (subject to the right of Holders of record on a Record Date that is on or prior to such Change of Control Purchase Date to receive interest due on the Interest Payment Date to which such Record Date relates) accrued interest and Additional Interestunpaid interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Purchase Date”). Holders electing to have a Note purchased pursuant to of 5 7/8% Securities will receive a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date Change of Control Purchase Date and may elect to have such Notes 5 7/8% Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below. (b) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under paragraph 5, unless and until there is a default in payment of the applicable redemption price. (c) The Indenture imposes certain limitations on the reverse ability of the NotesCompany, the Subsidiary Guarantors or any of their respective Restricted Subsidiaries to sell assets and subsidiary stock. In the event the Net Cash Proceeds from a permitted Asset Sale exceed certain amounts, as specified in the Indenture, the Company will be required either to reinvest the proceeds of such Asset Sale in a Related Business or other permitted investments, repay certain Indebtedness or to make an offer to purchase each Holder’s 5 7/8% Securities at 100% of the principal amount thereof, plus accrued interest, if any, to the purchase date. The limitations and the Company’s obligations with respect to the use of proceeds from an Asset Sale are subject to a number of important qualifications and exceptions and will cease to be applicable under certain circumstances.

Repurchase at Option of Holder. (a) If there is a Change of Control occursTriggering Event, each Holder will have the right to require that the Company shall be required to offer irrevocably to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Purchase Date all outstanding 5.25% Securities at a purchase price equal to 101% of the principal amount thereof thereof, plus (subject to the right of Holders of record on a Record Date that is on or prior to such Change of Control Purchase Date to receive interest due on the Interest Payment Date to which such Record Date relates) accrued interest and Additional Interestunpaid interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Purchase Date”). Holders electing to have a Note purchased pursuant to of 5.25% Securities will receive a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date Change of Control Purchase Date and may elect to have such Notes 5.25% Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below. (b) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all 5.25% Securities properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under paragraph 5, unless and until there is a default in payment of the applicable redemption price. (c) The Indenture imposes certain limitations on the reverse ability of the NotesCompany, the Subsidiary Guarantors or any Restricted Subsidiary to sell assets and subsidiary stock. In the event the Net Cash Proceeds from a permitted Asset Sale exceed certain amounts, as specified in the Indenture, the Company will be required either to reinvest the proceeds of such Asset Sale in a Related Business or other permitted investments, repay certain Indebtedness or to make an offer to purchase each Holder’s 5.25% Securities at 100% of the principal amount thereof, plus accrued interest, if any, to the purchase date. The limitations and the Company’s obligations with respect to the use of proceeds from an Asset Sale are subject to a number of important qualifications and exceptions and will cease to be applicable under certain circumstances.