Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture 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 purchase (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. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will Exchange Debentures shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes Exchange Debentures pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Exchange Debentures to require the Company to repurchase such Exchange Debentures upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Exchange Debentures required by Section 9.2 of the Exchange Debenture Indenture. Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Exchange Debentures pursuant to the procedures required by the IndentureExchange Debenture Indenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. 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 Exchange Debentures as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and permitted by the Exchange Debenture Indenture, when the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) Offer to purchase the maximum principal amount of Notes Exchange Debentures and any other Exchange Debenture Pari Passu Debt to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Exchange Debentures, 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase or, in the case of any Exchange Debenture Pari Passu Debt, 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon(or with respect to discount Exchange Debenture Pari Passu Debt, if any, to the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the IndentureExchange Debenture Indenture or the agreements governing the Exchange Debenture Pari Passu Debt, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Exchange Debentures, and Exchange Debenture Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Notes Exchange Debentures surrendered by Holders thereof and (ii) the aggregate principal amount or accreted value, as the case may be, of Exchange Debenture Pari Passu Debt surrendered by holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representative for the Exchange Debenture Pari Passu Debt shall select the Notes Exchange Debentures and the other Exchange Debenture Pari Passu Debt to be purchased on a pro rata basis. Holders of Notes that are , based on the subject of an offer to purchase will receive an aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer from Offer. Upon completion of such Asset Sale Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, if the Company does not redeem the Securities pursuant to paragraph 5(c), each Holder of Notes will Securities shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes Securities pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, thereon to the date of purchase (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 Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Securities pursuant to the procedures required by the IndentureIndenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company and each Subsidiary Guarantor 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 Securities as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10,000,00015 million, the Company shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) Offer to purchase the maximum principal amount of Notes Securities and any other Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Securities, 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase or, in the case of any Pari Passu Indebtedness, 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon(or with respect to discount Pari Passu Indebtedness, if any, to the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Securities, and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Notes Securities surrendered by Holders thereof and (ii) the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness surrendered by holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representative for the Pari Passu Indebtedness shall select the Notes Securities and the other Pari Passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" , based on the reverse of the Notes.aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such that Holder's ’s Notes pursuant to (a “Change of Control Offer described Offer”) at a purchase price, in the Indenture at an offer price in cash cash, equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereonon the Notes repurchased, to the date Purchase Date (subject to the right of purchase (Holders of record on the "Change of Control Payment"relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a one of its Restricted Subsidiary Subsidiaries consummates any Asset Sales and Sales, they shall not be required to apply any Excess Proceeds in accordance with the Indenture until the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million. Thereafter, the Company shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchasepurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), and shall be payable in accordance with cash. If any Excess Proceeds remain after consummation of the procedures set forth in the Indenture. To the extent that the aggregate amount purchase of all properly tendered and not withdrawn Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis based on the principal amount of Notes and such other Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive notice from the Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes. (c) If there is an Event of Loss with respect to any of the Casino Properties, the Company and its Restricted Subsidiaries shall not be required to apply any Event of Loss Proceeds in accordance with the Indenture until the aggregate amount of Excess Loss Proceeds exceeds $5.0 million. Thereafter, the Company shall make an offer to purchase the maximum principal amount of Notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), and shall be payable in cash. If any Excess Loss Proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to an Event of Loss Offer, the Company may use such remaining Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other Indebtedness tendered. Holders of Notes that are the subject of an Event of Loss Offer will receive notice from the Company prior to any related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof; provided that the unrepurchased portion of a Note must be in a minimum denomination of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesSpecial Interest, if any, thereon, to (but not including) 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 setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) . If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, when the aggregate amount of Excess Proceeds exceeds $10,000,00050 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall will mail or cause to be mailed a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes pursuant to the procedures required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,00015.0 million, the Company shall commence be required to make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer a price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the aggregate amount of Excess Proceeds, the Company (or such its Restricted Subsidiary) , as the case may be, may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisin accordance with the terms of the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes Debentures will have the right to require the Company Holding to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes Debentures pursuant to a the offer described in Section 4.15 of the Indenture (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the Accreted Value thereof on the date of repurchase (if such date of repurchase is prior to July 1, 2003) or 101% of the aggregate principal amount thereof plus (if such date is on or after July 1, 2003) plus, in each case, accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase repurchase (the "Change of Control Payment"). Within 30 60 days following any Change of Control, the Company shall Holding will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Debentures on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 360 days after the Company receipt of any Net Proceeds from an Asset Sale, Holding or a any such Restricted Subsidiary consummates may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of Holding or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, Holding may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales and that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence Holding will be required to make an offer to all Holders of Notes Debentures (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes Debentures 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 on the date of repurchase (if such date of repurchase is prior to July 1, 2003) or 100% of the aggregate principal amount thereof plus (if such date of repurchase is on or after July 1, 2003) plus, in each case, accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes Debentures tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) Holding may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes Debentures surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Debentures to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes Debentures that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes Debentures purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesDebentures.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $EURO 1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control PaymentCHANGE 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. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,00020.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 and all holders of the Indenture (pro rata in proportion to outstanding other Indebtedness that is pari passu PARI PASSU with the Notes that require asset containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales offers) of assets to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be purchased on a pro rata basisbasis based on the principal amount of the Notes and such other PARI PASSU Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash (the "Change of Control Payment") 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 repurchase (the "or if such Change of Control Payment"Offer is consummated prior to the Full Accretion Date, 101% of the Accreted Value thereof on the date of repurchase plus accrued and unpaid liquidated damages, if any). Within 30 20 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,0005 million, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value thereof, plus accrued and unpaid Liquidated Damages, if any, thereon, to the date of purchase (if such offer is prior to the Full Accretion Date) or 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchasepurchase (if such offer is on or after the Full Accretion Date), in accordance with the procedures set forth in the Indenture. To the extent that the Accreted Value or the aggregate amount amount, as the case may be, of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use any such deficiency remaining Excess Proceeds for general corporate purposes. If the Accreted Value or the aggregate principal amount amount, as the case may be, of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. . (c) Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or Change of Control Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence an offer to all Holders of Senior Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Senior Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest interest, and Liquidated Damages Additional Interest thereon, if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Senior Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for any general corporate purposes. If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased on a pro rata basis. . (c) Holders of the Senior Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder unless notice of redemption of the Notes will have in whole has been given pursuant to Sections 3.04 and 3.08 of the right to require Indenture, the Company shall be required to repurchase make an offer (a "Change of Control Offer") to purchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change Notice of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by shall be mailed within 30 days following a Change of Control to each Holder of the Notes containing the information set forth in Section 4.17 of the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10,000,00025 million, the Company shall commence make an offer to all Holders of Notes (and holders of other Indebtedness of the Company to the extent required by the terms of such other Indebtedness) (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes (and other such Indebtedness) that may be purchased out of does not exceed the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate principal amount of Notes (and such other Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof (and such other Indebtedness) tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and such other Indebtedness) to be purchased shall be selected on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon No later than 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If In circumstances specified in the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,000Indenture, the Company shall may be required to commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture, and to all holders of other Parity Lien Obligations containing provisions similar to those set forth in this Indenture (pro rata in proportion with respect to outstanding Indebtedness that is pari passu offers to purchase or redeem with the Notes that require asset proceeds of sales offers) of assets, to purchase the maximum principal amount of Notes and such other Parity Lien Obligations 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 of the Notes plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basissettlement. Holders of Notes that are the subject of such an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Senior Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 30 15 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 Senior Note Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,00020.0 million, the Company shall commence an offer to all Holders of Senior Notes (an a "Asset Sale OfferSENIOR ASSET SALE OFFER") pursuant to Section 3.09 of the Senior Note Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Senior Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Senior Note Indenture. To the extent that the aggregate amount of Senior Notes tendered pursuant to an a Senior Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposesany purpose not prohibited by the Senior Note Indenture. If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Senior Note Trustee shall select the Senior Notes to be purchased on a pro rata PRO RATA basis. Holders of Senior Notes that are the subject of an offer to purchase will receive an a Senior Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an any integral $1,000 multiple in excess thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof Reduced Principal Amount of Notes repurchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any 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 4.15 of the Second Supplemental Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00050.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 3.04 of the Indenture (pro rata in proportion Second Supplemental Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount Reduced Principal Amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof Reduced Principal Amount of the Notes plus accrued and unpaid interest and Liquidated Damages 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Reduced Principal Amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Original Principal Amount of $1,000, or integral $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate Original Principal Amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, if the Company does not redeem the Notes pursuant to paragraph 5(c), each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Notes to require the Company to repurchase such Notes upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Notes required by Section 9.2 of the Indenture. Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company and each Subsidiary Guarantor 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 Restricted Subsidiary consummates any Asset Sales and permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10,000,00015 million, the Company shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) Offer to purchase the maximum principal amount of Notes and any other Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Notes, 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase or, in the case of any Pari Passu Indebtedness, 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon(or with respect to discount Pari Passu Indebtedness, if any, to the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Notes, and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof and (ii) the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness surrendered by holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representative for the Pari Passu Indebtedness shall select the Notes and the other Pari Passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are , based on the subject of an offer to purchase will receive an aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer from Offer. Upon completion of such Asset Sale Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofthereof (provided, however that no Notes will be purchased in part if such Note would have a remaining principal amount of less than $2,000) of such each Holder's ’s Notes pursuant to a (the “Change of Control Offer described in the Indenture Offer”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, 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 setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Parent Company or a any of its Restricted Subsidiary consummates any Subsidiaries consummate an Asset Sales and the aggregate amount Sale or an Event of Excess Proceeds exceeds $10,000,000Loss offer, the Company shall shall, if required by Section 4.07 of the Indenture, promptly commence an offer to all Holders of Notes (an "Asset Sale “Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Net Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsOffer Amount, the Trustee Company shall select the Notes to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or $1,000 integral multiples thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company at least twenty Business Days prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash at a price equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase (the "Change of Control Payment")date. Within 30 days following any Change of ControlControl Triggering Event, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenturethis Indenture and described in such notice. (b) If If, as of the Company or a Restricted Subsidiary consummates first day of any Asset Sales and calendar month, the aggregate amount of Excess Proceeds exceeds from Asset Sales not theretofore subject to an Offer to Purchase totals at least $10,000,00010.0 million, the Company shall commence commence, not later than the fifteenth Business Day of such month, and consummate an offer Offer to all Purchase from the Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 and the holders of the Indenture (pro rata in proportion to outstanding any Indebtedness that is pari passu ranking equally with the Notes that require asset sales offers) and entitled to purchase the maximum participate in such an Offer to Purchase on a pro rata basis, an aggregate principal amount of Notes that may be purchased out of and such other Indebtedness equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100101% of the principal amount thereof plus thereof, plus, in each case, accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase, Payment Date. (c) The Company shall effect any Offer to Purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase (in either case, the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence an offer to all Holders holders of 1997 Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of 1997 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 to the date of purchase, in accordance with the procedures set forth in the 1997 Indenture. To the extent that the aggregate amount of 1997 Notes tendered pursuant to an Asset Sale Offer is less than the remaining Excess Proceeds ("Remaining Excess Proceeds") and Liquidated Damages the sum of (A) such amount of Remaining Excess Proceeds and (B) the Remaining Excess Proceeds from any subsequent Asset Sale Offers exceeds $3.0 million, the Company will be required to make an offer to all Holders of Notes and any other Indebtedness that ranks pari passu with the Notes (including the May 1998 Notes and the December 1998 Notes) that, by its terms, requires the Company to offer to repurchase such Indebtedness with such Remaining Excess Proceeds (a "Secondary Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of such Remaining Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes or pari passu Indebtedness tendered pursuant to an a Secondary Asset Sale Offer is less than the Remaining Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any Remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes or pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Remaining Excess ProceedsProceeds in a Secondary Asset Sale Offer, the Company shall repurchase such Indebtedness on a pro rata basis and the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of ControlControl Triggering Event, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or any integral $1,000 or an integral multiple in excess thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any Change of ControlControl Triggering Event, the Company shall mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Third Supplemental Indenture. (b) If On the Company 361st day after an Asset Sale (or a Restricted Subsidiary consummates any Asset Sales and at the Company’s option, an earlier date), if the aggregate amount of Excess Proceeds then exceeds $10,000,00050.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 3.04 of the Third Supplemental Indenture, and to all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture (pro rata in proportion with respect to outstanding Indebtedness that is pari passu offers to purchase or redeem with the Notes that require asset proceeds of sales offers) of assets, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Indebtedness to be purchased on a pro rata basisbasis on the basis of the aggregate accreted value (if issued with original issue discount) or principal amount of tendered notes and Pari Passu Indebtedness (provided that the selection of such Pari Passu Indebtedness shall be made pursuant to the terms of such Pari Passu Indebtedness) (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral $1,000 multiples in excess thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make a cash tender offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, on the Notes repurchased to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), 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. Within No later than 30 days following any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail send 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 by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates 361st day after the Asset Sale (or, at the Company’s option, any Asset Sales and earlier date), if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (an "Asset Sale Offer") pursuant Notes, and to Section 3.09 all holders of the Indenture (pro rata in proportion to outstanding Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the Settlement Date, 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 Settlement Date, and will be payable in cash. If any Excess Proceeds remain after consummation of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary may use such deficiency those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basisbasis as set forth in Section 3.09(h) of the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer Offer, as applicable, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture 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 purchase (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.integral (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sale for which the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall be required to commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 4.10 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make a cash tender offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, on the Notes repurchased to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), 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. Within No later than 30 days following any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall 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 by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates 361st day after the Asset Sale (or, at the Company’s option, any Asset Sales and earlier date), if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (an "Asset Sale Offer") pursuant Notes, and to Section 3.09 all holders of the Indenture (pro rata in proportion to outstanding Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the Settlement Date, 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 Settlement Date, and will be payable in cash. If any Excess Proceeds remain after consummation of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary may use such deficiency those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basisbasis as set forth in Section 3.09(h) of the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control or an Asset Sale Offer Offer, as applicable, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00025.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase purchase, (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 30 10 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale OfferASSET SALE OFFER") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, thereon to the date of purchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sale, within 360 days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence will make an offer to purchase an ("Asset Sale Offer"), pursuant to Section 4.10 of the Indenture, to all Holders of Notes (an "Asset Sale Offer") pursuant and all holders of other Pari Passu Indebtedness containing provisions similar to Section 3.09 of those set forth in the Indenture (pro rata in proportion with respect to outstanding Indebtedness that is pari passu offers to purchase with the Notes that require asset proceeds of sales offers) of assets to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis. Holders basis based on A1-7 the principal amount of Notes that are the subject and such other Pari Passu Indebtedness tendered. Upon completion of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have unless the Company has previously or concurrently exercised its right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, thereon to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail give a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates 366th day after an Asset Sale (or, at the Company’s option, any Asset Sales and earlier date), if the aggregate amount of Excess Proceeds then exceeds $10,000,00040.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Exhibit 1 to outstanding Indebtedness that is pari passu with App - 8 Indenture, and if required by the Notes that require asset sales offers) terms of other Priority Lien Debt, to all holders of such other Priority Lien Debt, to purchase the maximum principal amount of Notes and Priority Lien Debt, if applicable, 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 of the Notes plus accrued and unpaid interest and Liquidated Damages thereon, 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Priority Lien Debt, if applicable, tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the agent or trustee for and Priority Lien Debt, if applicable, shall select the and Priority Lien Debt to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon The Company must commence, within 30 days of the occurrence of a Change of Control, each Holder and, within 90 days of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) occurrence of such Holder's Notes pursuant to a Change of Control Control, consummate an Offer described in the Indenture to Purchase for all Notes then outstanding, at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes, 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 setting forth the procedures governing the Change of Control Offer as required by the IndenturePayment Date. (b) If Within 365 days after the receipt of Net Cash Proceeds from one or more Asset Sales occurring on or after the Issue Date in any period of 12 consecutive months exceed 5% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Restricted Subsidiaries has been filed with the SEC or provided to the Trustee pursuant to Section 4.03 of the Indenture), the Company will: (A)(i) apply an amount equal to such excess Net Cash Proceeds to permanently reduce Subsidiary Indebtedness or Secured Indebtedness owing to a Person other than the Company or any of its Restricted Subsidiaries or (ii) invest an equal amount, or the amount not so applied pursuant to subclause (i) of this paragraph (or enter into a definitive agreement committing to so invest within 6 months after the date of such agreement), in Replacement Assets, or (B) apply (no later than the end of the 365-day period referred to in this paragraph 6) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (A)) as provided in the following paragraph. Pending the final application of any such excess Net Cash Proceeds, the Company or any of its Restricted Subsidiary consummates Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any Asset Sales manner that is not prohibited by the Indenture. The amount of excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 365-day period as set forth in clause (A) or (B) of the immediately preceding paragraph and not applied as so required by the end of such period shall constitute “Excess Proceeds.” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not previously subject to an Offer to Purchase pursuant to Section 4.10 of the Indenture totals at least $10,000,00025.0 million, the Company shall commence must commence, not later than the fifteenth Business Day of such month, and consummate an offer Offer to all Purchase from the Holders (and holders of Notes (an "Asset Sale Offer"other Pari Passu Indebtedness to the extent required by the terms thereof) pursuant to Section 3.09 of the Indenture (on a pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum basis an aggregate principal amount of Notes that may be purchased out of (and other such Pari Passu Indebtedness) equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof plus thereof, plus, in each case, accrued and unpaid interest and Liquidated Damages thereon, (if any, ) to the date Payment Date. If any Excess Proceeds remain after consummation of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant an Offer to an Asset Sale Offer is less than the Excess ProceedsPurchase, the Company (or such any of its Restricted Subsidiary) Subsidiaries may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other Pari Passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Indebtedness to be purchased shall be selected on a pro rata basis. Holders basis based on the principal amount of Notes that are and such other Pari Passu Indebtedness tendered. Upon completion of each Offer to Purchase, the subject amount of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") 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, thereon to the date of purchase on a date (the "Change of Control Payment")) no later than 60 Business Days after the occurrence of the Change of Control. Within 30 35 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes pursuant to the procedures required by the Indenture. (b) If Indenture and described in such notice, which offer shall remain open for at least 20 Business Days following its commencement, but in any event no longer than 30 Business Days. The Company will comply with the Company or a Restricted Subsidiary consummates requirements of Rule 14e-1 under the Exchange Act and any Asset Sales other securities laws and regulations thereunder to the aggregate amount of Excess Proceeds exceeds $10,000,000, extent such laws and regulations are applicable in connection with the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 repurchase of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount as a result of Notes that may be purchased out a Change of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the IndentureControl. To the extent that the aggregate amount provisions of any such securities laws or regulations conflict with the provisions of this paragraph, compliance by the Company or any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of its obligations under such covenant. On the Change of Control Payment Date, the Company will, to the extent lawful, (1) accept for payment all 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 Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the (b) The Company will not, and will not permit any of its Subsidiaries to, engage in an Asset Sale Offer is less than the Excess Proceeds, in excess of $1,000,000 unless (i) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Restricted Asset Sale at least equal to the fair market value of the assets or Equity Interest 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 Subsidiary, as the case may be) may use in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such deficiency for general corporate purposes. If entity set forth in an Officers' Certificate delivered to the aggregate principal amount Trustee) of Notes surrendered the assets or Equity Interests sold or otherwise disposed of, and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by Holders thereof exceeds the Company or such Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of Excess Proceeds(x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto, but excluding contingent liabilities and trade payables) of the Trustee shall select Company or any Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets and from which the Company or such Subsidiary are unconditionally released from liability and (y) any notes, securities or other obligations received by the Company or any such Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Subsidiary into cash shall (to the extent of the cash received) be deemed to be purchased on a pro rata basiscash for purposes of this provision and the receipt of such cash shall be treated as cash received from the Asset Sale for which such Notes or obligations were received. Holders The Company or any of Notes that are its Subsidiaries may apply the subject Net Proceeds from each Asset Sale, at its option within 360 days, (a) to permanently reduce any Senior Indebtedness, Guarantor Senior Indebtedness or, in the case of an offer to purchase will receive an Asset Sale Offer from by a Foreign Subsidiary to permanently reduce Indebtedness of such Foreign Subsidiary (and in the case of any senior revolving indebtedness to correspondingly permanently reduce commitments with respect thereto), (b) to make capital expenditures, to commit to the acquisition of another business or the acquisition of other long-term assets, in each case, in the same or a Related Business, or (c) to reimburse the Company prior or its Subsidiaries for expenditures made, and costs incurred, to any related purchase date and may elect repair, rebuild, replace or restore property subject to have such Notes purchased by completing loss, damage or taking to the form entitled "Option extent that the Net Proceeds consist of Holder to Elect Purchase" on the reverse of the Notes.insurance proceeds

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of the Senior Notes will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Senior Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). A1-6 84 Within 30 10 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010 million, the Company shall commence an offer to all Holders of Senior Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Senior Notes (including any Additional Senior Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Senior Notes (including any Additional Senior Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased on a pro rata basis. Holders of Senior Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such that Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in Offer"). In the Indenture at an Change of Control Offer, the Company will offer price a change of control payment in cash equal to 101% of the aggregate Accreted Value of the Notes on the date of purchase (if such date of purchase is prior to November 1, 2004) or 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase (if such date of purchase is on or after November 1, 2004) (in either case, the "Change of Control Payment"). Within 30 ten 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 setting forth the procedures governing the Change of Control Offer as required by the Indenture.. A1-3 (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, when the aggregate amount of Excess Proceeds exceeds $10,000,0005 million, the Company shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value (if such date of purchase is prior to November 1, 2004) and Liquidated Damages, if any, to the date of purchase, or 100% of the principal amount thereof (if such date of purchase is on or after November 1, 2004) plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount and/or Accreted Value, as the case may be, of Notes surrendered by Holders thereof and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make a cash tender offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, on the Notes repurchased to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), 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. Within No later than 30 days following any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail send 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 by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates 361st day after the Asset Sale (or, at the Company’s option, any Asset Sales and earlier date), if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (an "Asset Sale Offer") pursuant Notes, and to Section 3.09 all holders of the Indenture (pro rata in proportion to outstanding Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the Settlement Date, 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 Settlement Date, and will be payable in cash. If any Excess Proceeds remain after consummation of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary may use such deficiency those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basisbasis as set forth in Section 3.09(h) of the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control or an Asset Sale Offer Offer, as applicable, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such Holder's Notes that Hold▇▇'▇ ▇otes pursuant to a Change of Control Offer described on the terms set forth in the Indenture at an Indenture. In the Change of Control Offer, the Company shall offer price a Change of Control Payment in cash equal to (i) if such Change of Control is prior to November 15, 2001, 111.125% of the aggregate principal amount of Notes repurchased and (ii) if such Change of Control is on or after November 15, 2001, 101% of the aggregate principal amount thereof plus of Notes repurchased plus, in each case, accrued and unpaid interest and Liquidated Damages, if any, thereonon the Notes repurchased, to the date of purchase (the "Change of Control Payment")purchase. Within 30 ten days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase 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")purchase. Within 30 ten days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,00025 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any Excess Proceeds for general corporate purposes. If the aggregate principal amount of the Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes. (c) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Senior Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 30 15 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 Senior Note Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,00020.0 million, the Company shall commence an offer to all Holders of Senior Notes (an a "Asset Sale OfferSENIOR ASSET SALE OFFER") pursuant to Section 3.09 of the Senior Note Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Senior Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Senior Note Indenture. To the extent that the aggregate amount of Senior Notes tendered pursuant to an a Senior Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency A2-4 for general corporate purposesany purpose not prohibited by the Senior Note Indenture. If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Senior Note Trustee shall select the Senior Notes to be purchased on a pro rata PRO RATA basis. Holders of Senior Notes that are the subject of an offer to purchase will receive an a Senior Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of the Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofbut not less than all) of such Holder's Notes pursuant to a (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 30 ten days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,0005 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 3.9 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such the Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will make an offer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such A2-4 Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 30 10 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, any Net Proceeds from Asset Sales and that are not applied or invested as provided in the Indenture will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million or, if no Senior Subordinated Notes are outstanding, $10.0 million, the Company shall commence will make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 all Holders of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes and PARI PASSU notes with similar asset sale provisions that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer for the Notes will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency those Excess Proceeds for general corporate purposes, including to make a similar offer for the Senior Subordinated Notes pursuant to the indenture for such Notes. If the aggregate principal amount of Notes surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds will be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will shall have the right to require the Company Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof)) of such each Holder's ’s Notes pursuant to an offer described below (a “Change of Control Offer described in Offer”). In the Indenture at an Change of Control Offer, the Issuers shall offer price a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase (the "“Change of Control Payment"”). Within 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10,000,0005.0 million, the Company Issuers shall commence an offer pursuant to Section 3.10 of the Indenture to all Holders of Notes (an "“Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers”) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount of Notes tendered pursuant to If any Excess Proceeds remain after an Asset Sale Offer is less than Offer, they shall cease to be “Excess Proceeds” and the Partnership or the Restricted Subsidiary may use the Excess Proceeds, Proceeds for any purpose not otherwise prohibited by the Company (Indenture or such Restricted Subsidiary) may use such deficiency for general corporate purposesthe Collateral Documents. If the aggregate principal amount of the Notes surrendered by Holders thereof tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are in the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse manner described in Section 3.02 of the NotesIndenture.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) A1-3 101 of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesSpecial Interest thereon, 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 setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00015.0 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase (in either case, the "Change of Control Payment"). Within 30 10 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 this Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesSpecial Interest thereon, 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 setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00015.0 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's ’s Notes pursuant to a the offer described below (the “Change of Control Offer described in the Indenture Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "“Change of Control Payment"”). Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 360 days after the receipt of any Net Proceeds from an Asset Sale, 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 Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales and that are not applied or invested as provided in the preceding sentence or that the Company detemines will not be applied or invested as provided in the preceding sentence will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10,000,00025.0 million, the Company shall commence make an offer (an “Asset Sale Offer”) to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 and, at the Company’s option, all holders of the Indenture (pro rata in proportion to outstanding other Indebtedness that is pari passu with the Notes that require asset sales offers) 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 the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof amount, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness shall select the Notes to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds will be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, on the Notes repurchased to the purchase date (subject to the right of purchase (Holders of record on the "Change of Control Payment"). Within 30 days following any Change of Controlrelevant record date to receive interest to, the Company shall mail a notice to each Holder setting forth the procedures governing but excluding, the Change of Control Offer as required by the IndenturePayment Date). (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,00025.0 million, the Company shall commence will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 , which offer shall be in the amount A-5 of the Indenture Allocable Excess Proceeds (as defined below), on a pro rata in proportion basis according to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceedsamount, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the purchase date (subject to the right of purchaseHolders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the this Indenture. To the extent that the aggregate amount any portion of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsProceeds remains after compliance with the preceding sentence and provided that all Holders of Notes have been given the opportunity to tender their Notes for purchase in accordance with the Indenture, the Trustee shall select Company or such Restricted Subsidiary may use such remaining amount for any purpose not restricted by the Notes Indenture and the amount of Excess Proceeds will be reset to be purchased on a pro rata basiszero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Controloccu▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇trol, each Holder of Notes will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase repurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture. (b) Indenture and described in such notice. If the Company or a Restricted Subsidiary consummates any Asset Sales and Sale, within ten days of each date on which the aggregate amount of Asset Sale Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence an offer to all Holders of Notes pursuant to Section 3.9 of the Indenture to purchase or redeem with such Asset Sale Excess Proceeds (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceedsproceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Asset Sale Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Asset Sale Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. If the sum of (i) the aggregate amount of the Net Proceeds of Real Estate Transactions deposited by the Company into the Real Estate Cash Collateral Account pursuant to the Cash Collateral Agreement, plus (ii) 100% of the Projected Excess Cash Flow, less (iii) the aggregate amount of the reduction of availability under the New Credit Facility as a result of the Real Estate Transactions exceeds the amounts used to prepay Rollover Term Loans pursuant to Section 2.5(c) of the Senior Loan Agreement (including the application of any amounts held in the Cash Collateral Account and applied to the prepayment of the Rollover Term Loans) (any such excess, the "Excess Proceeds"), then within ten days of November 30, 2001, the Company shall commence an offer to all Holders of Notes pursuant to Section 3.9 of the Indenture to purchase or redeem with the excess proceeds (an "Offer") the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of repurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Offer from the Company prior to the related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, 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 setting forth the procedures governing the Change of Control Offer as required by the this Indenture. (b) . If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00025 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer") pursuant to Section 3.09 3.03 of the First Supplemental Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described in Section 4.15 of the Indenture (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 20 days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay (and reduce the commitments under) Senior Indebtedness of the Company or a Restricted Subsidiary consummates Guarantor or (b) to the acquisition of a Permitted Business, or a majority of the Voting Stock of, a Permitted Business, the making of a capital expenditure or the acquisition of other long-term assets that are used or useful in a Permitted Business. A1-4 Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales and that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall commence be required to make an offer to all Holders of Notes and all holders of other Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenturethis Indenture and such other Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder the Issuers shall be required to make an offer (a "Change of Notes will have the right to require the Company Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Company Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sale for which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company Issuers shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 3.9 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any 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 4.15 of the Indenture.: (b) If On the Company or a Restricted Subsidiary consummates 366th day after an Asset Sale (or, at the Company’s option, any Asset Sales and earlier date), if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), 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. Within 30 days following any Change of Control, the Company shall 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 by Section 4.15 of the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds then exceeds $10,000,00025.0 million, within 10 days the Company shall commence an a pro rata offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstnading, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select the Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an any integral $1,000 multiple in excess thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof Reduced Principal Amount of Notes repurchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any 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 4.15 of the Fourth Supplemental Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00050.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 3.04 of the Indenture (pro rata in proportion Fourth Supplemental Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount Reduced Principal Amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof Reduced Principal Amount of the Notes plus accrued and unpaid interest and Liquidated Damages 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Reduced Principal Amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Original Principal Amount of $1,000, or integral $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate Original Principal Amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any 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 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates 361st day after an Asset Sale (or, at the Company’s option, any Asset Sales and earlier date), if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") 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 purchase (the "Change of Control Payment")purchase. Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,00015.0 million, the Company shall commence an offer to all Holders of Senior Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Senior Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest interest, and Liquidated Damages thereon, if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Senior Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for any general corporate purposes. If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Senior Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require unless the Company has given a notice of redemption of all outstanding Notes, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to in denominations of $1,000 1.00 or an any integral multiple thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101100% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase (the "“Change of Control Payment"Purchase Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Purchase Date. Within 30 days following any a Change of Control, unless the Company has given a notice of redemption of all outstanding Notes, the Company shall 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) If When the aggregate amount of Collateral Net Proceeds exceeds $10.0 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 that may be purchased 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 will be equal to 100% of 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 Restricted Subsidiary consummates any Specified Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00010.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (Indenture, and, subject to limitations contained in Section 4.07 of the Indenture, to all holders of any Pari Passu Indebtedness then outstanding, to purchase, on a pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase basis, the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposes. any purpose not otherwise prohibited by the Indenture. (d) If the aggregate principal amount of Notes surrendered by Holders thereof tendered into a Collateral Sale Offer or Asset Sale Offer exceeds the amount of Excess Proceedsproceeds allocated for the purchase of Notes, the Trustee shall will select the Notes to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1.00 or any integral multiple thereof shall be purchased) or, in the case of Global Notes, the Trustee will select Notes for purchase based on 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 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. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and any unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date of purchase (the "Change of Control Payment")Payment Date. Within 30 days following any 5 Business Days after the occurrence of a Change of Control, the Company shall mail notify the Trustee in writing of such occurrence and shall, not later than 20 Business Days after the occurrence of the Change of Control, make a Change of Control Offer to the Holders of all of the outstanding Notes by sending written notice to each Holder at its registered address setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Sale, within 10 days following each Excess Proceeds exceeds $10,000,000Cash Offer Trigger Date, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Excess Cash Offer") pursuant to Section 3.09 Sections and 4.11 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Cash at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, Excess Cash Purchase Date in accordance with the procedures set forth in the Indenture. To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Excess Cash Offer is less than the Excess ProceedsCash, the Company (or such Restricted Subsidiaryany Subsidiary Guarantor) may use such deficiency excess for any of their respective general corporate purposes. If purposes provided that no such purpose is prohibited or restricted by the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Excess Cash Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an any integral $1,000 multiple in excess thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof Reduced Principal Amount of Notes repurchased, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any 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 4.15 of the Fifth Supplemental Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00050.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 3.04 of the Indenture (pro rata in proportion Fifth Supplemental Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount Reduced Principal Amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof Reduced Principal Amount of the Notes plus accrued and unpaid interest and Liquidated Damages 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Reduced Principal Amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Original Principal Amount of $1,000, or integral $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate Original Principal Amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to in a minimum aggregate principal amount of $1,000 or an integral multiple thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, on the Notes repurchased to the date of purchase (the "“Change of Control Payment"”). Within 30 10 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) In the event that the Company and its Subsidiaries have Excess Cash Flow during any fiscal year of the Company (beginning with the fiscal year ending December 31, 2003), within 120 days after the end of such fiscal year, the Company must commence an offer (an “Excess Cash Flow Offer”) to all Holders pursuant to Section 3.09 of the Indenture to purchase the maximum amount of Notes that may be purchased with 75% of Excess Cash Flow for such fiscal year (the “Excess Cash Flow Offer Amount”), at a purchase price in cash equal to 100% of the outstanding principal amount of the Notes to be purchased, plus accrued and unpaid interest to the date of such purchase; provided, however, that the Excess Cash Flow Offer Amount will be reduced (but not below zero) by any amount necessary such that, after giving effect to such Excess Cash Flow Offer, the Company and its Consolidated Subsidiaries will have an aggregate of $20.0 million remaining of cash, Cash Equivalents and revolving credit available under one or more Credit Facilities, in each case measured as of the end of such fiscal year. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Excess Cash Flow Offer exceeds the Excess Cash Flow Amount, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Excess Cash Flow Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. (c) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sale, promptly following the date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall will commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 and all holders of the Indenture (pro rata in proportion to outstanding other Indebtedness that is pari passu with the Notes that require asset sales offers) containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.10 of the Indenture to purchase or redeem the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price payable in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such that Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in Offer"). In the Indenture at an Change of Control Offer, the Company will offer price a change of control payment in cash equal to 101% of the aggregate Accreted Value of the Notes on the date of purchase (if such date of purchase is prior to November 1, 2004) or 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase (if such date of purchase is on or after November 1, 2004) (in either case, the "Change of Control Payment"). Within 30 ten 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 setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, when the aggregate amount of Excess Proceeds exceeds $10,000,0005 million, the Company shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value (if such date of purchase is prior to November 1, 2004) and Liquidated Damages, if any, to the date of purchase, or 100% of the principal amount thereof (if such date of purchase is on or after November 1, 2004) plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount and/or Accreted Value, as the case may be, of Notes surrendered by Holders thereof and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer to repurchase on the Change of Control Payment Date all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's the outstanding Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, and Liquidated Damages, if any, thereon, 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 setting forth the procedures governing the Change of Control Payment Date. Holders of Notes that are subject to an offer to purchase will receive a Change of Control Offer as required from the Company prior to any related Change of Control Payment Date and may elect to have such Notes purchased by completing the Indentureform entitled "Option of Holder to Elect Purchase" appearing below. (b) If The Company shall be required when the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate cumulative amount of Excess Proceeds from Asset Sales exceeds $10,000,000, the Company shall commence an 2.0 million to offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof of the Notes, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisbasis based upon their principal amount or accreted value, as applicable (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale 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 Notesappearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 90 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00050.0 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such Holder's Notes pursuant to (a "Change of Control Offer described in the Indenture Offer") at an offer a purchase price in cash equal to 101102.5% of the aggregate principal amount thereof of the Notes repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, on the Notes repurchased to the purchase date (subject to the right of purchase (Holders of record on the "Change of Control Payment"). Within 30 days following any Change of Controlrelevant record date to receive interest to, the Company shall mail a notice to each Holder setting forth the procedures governing but excluding, the Change of Control Offer as required by the IndenturePayment Date). (b) If the Company or a Restricted Subsidiary one of its Subsidiaries consummates any Asset Sales and Sales, they shall not be required to apply any Net Available Cash in accordance with the Indenture until the aggregate amount of Excess Proceeds Net Available Cash from all Asset Sales following the date the Notes are first issued exceeds $10,000,0002.0 million. Thereafter, the Company shall shall, after application of the additional aggregate $2.0 million of Net Available Cash as provided in the second paragraph of Section 4.12 of the Indenture, commence an offer for Notes pursuant to all Holders of Notes the Indenture by applying the Net Available Cash (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Net Available Cash at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsNet Available Cash, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposesany purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsNet Available Cash, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect PurchasePurchase [or Repurchase](2012 Notes)" on the reverse of the Notes. (c) [Holders of 2012 Notes have the right from and after September 1, 2011 to require the Company to repurchase such holder's 2012 Notes at a price of 100% of the principal amount thereof on the terms and conditions stated in the Indenture.]

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, 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 that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00035.0 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisPRO RATA basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon No later than 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00050.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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 Settlement Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes. (c) In the event that the Anchor Acquisition is not closed on the terms contemplated by the Acquisition Agreement (with any such changes that the Company shall reasonably determine are appropriate) by June 30, 2014, or if the Acquisition Agreement is earlier terminated without the closing occurring thereunder, the Company shall, no later than 30 days thereafter, commence an offer to all Holders of Notes (an “Anchor Acquisition Offer”) to purchase a maximum of $235.0 million aggregate principal amount of Notes pursuant to Section 3.10 of the Indenture. The offer price in any Anchor Acquisition Offer shall be equal to 100% (or, at the Company’s election, a higher percentage) of the initial offer price plus accrued and unpaid interest, if any, to the date of settlement. If the aggregate principal amount of Notes tendered into the Anchor Acquisition Offer exceeds $235.0 million, the 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 denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased). Holders of Notes that are the subject of an offer to purchase shall receive an Anchor Acquisition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 10 business days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sale, under certain circumstances as provided in the aggregate amount of Excess Proceeds exceeds $10,000,000Indenture, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the amount of the Excess Proceeds exceeds the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency excess for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata PRO RATA basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days ten Business Days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture 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 Notes as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, when the aggregate amount of Excess Proceeds exceeds $10,000,0005 million, the Company shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase repurchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchaserepurchase date, in accordance with the procedures provisions set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) a. Upon the occurrence of a Change of ControlControl (such date being the "Change of Control Trigger Date"), each Holder of Notes will shall have the right to require the Company to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change an Offer (as defined in the Indenture) pursuant to Section 3.08 of Control Offer described in the Indenture at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus any accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 30 days following any Change of ControlControl Trigger Date, subject to the provisions of the Indenture, the Company shall mail a notice to each Holder of Notes at such Holder's registered address setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and b. When the aggregate amount of Excess Proceeds (as defined in the Indenture) in connection with an Asset Sale exceeds $10,000,00010,000,000 (such date being an "Asset Sale Trigger Date"), the Company shall commence make an offer Offer pursuant to Section 3.08 of the Indenture to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of the Notes then outstanding that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus any accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasePurchase Date, in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, to the extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied as described in this or the preceding paragraph, but may be retained for so long, but only for so long, as the applicable local law prohibits repatriation to the United States. To the extent that the aggregate amount any Excess Proceeds remain after completion of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining amount for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of to an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notesthis Note.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to a minimum denomination of $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail (or otherwise send pursuant to the applicable procedures of the Depositary) a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If the Company or a Restricted Subsidiary consummates any In certain circumstances following an Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,000Sale, the Company may be required to shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section Sections 3.09 and 4.10 of the Indenture (pro rata in proportion Indenture, and to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) all holders of any Parity Lien Debt then outstanding, to purchase the maximum principal amount of Notes and such Parity Lien Debt that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, 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 setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. 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. (b) If the Company or a Restricted any Subsidiary of the Company consummates any Asset Sales and Sales, within 45 days after the first day of a calendar month in which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence be required to make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer any such offer is less than the remaining Excess Proceeds, the Company (or such Restricted Subsidiary) any of its Subsidiaries may use such deficiency any remaining Excess Proceeds for general corporate purposespurposes or otherwise make an investment of such remaining amounts in any manner that is not prohibited by the Indenture. If the aggregate principal amount of Notes tendered in connection with such Asset Sale Offer and surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive an Asset Sale Offer from purchase, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages 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. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes Debentures will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder▇▇▇▇▇▇'s Notes pursuant to a Change of Control Offer described in the Indenture Debentures at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, 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 setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Debentures on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. 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 Debentures as a result of a Change of Control. (b) If the Company or a Restricted any Subsidiary of the Company consummates any Asset Sales and Sales, when the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence be required to make an offer to all Holders of Notes Debentures (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes Debentures that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposespurposes or otherwise make an investment of such remaining amounts in any manner that is not prohibited by the Indenture. If the aggregate principal amount of Notes Debentures tendered in connection with such Asset Sale Offer and surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Debentures to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive purchase, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the Company shall not be required to make an Asset Sale Offer from if (i) the Company prior Company's obligation to any related purchase date and may elect make such Asset Sale Offer is due to have such Notes purchased an Asset Sale by completing the form entitled "Option of Holder to Elect Purchase" on the reverse one or more of the NotesCompany's Subsidiaries, (ii) as a result of such Asset Sale (or Asset Sales), Finlay Jewelry is required to make and does make an offer similar to an Asset Sale Offer to the holders of the Senior Notes in accordance with the terms of the Senior Note Indenture and (iii) to the extent that the aggregate amount of Senior Notes tendered pursuant to such offer is less than the Excess Proceeds, Finlay Jewelry makes an Asset Sale Offer to all Holders of Debentures with such remaining Excess Proceeds.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, 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 that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00020 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder the Issuer will be required to make an offer (a “Change of Notes will have the right to require the Company Control Offer”) to repurchase all or any part (equal to $1,000 200,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, thereon, to the date of purchase (the "“Change of Control Payment"Payment Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any a Change of Control, the Company Issuer shall mail a notice of the Change of Control Offer to each Holder and the Trustee and the Paying Agent 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) If In the Company or event that the Issuer receives a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,000Refund, the Company shall commence Issuer will, within 20 Business Days thereof, make an offer (a “Refund Offer”) to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase repurchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Refund at an offer a purchase price in cash in an amount equal to 100% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Amounts, if any, to the date of purchase, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. Upon the commencement of a Refund Offer, the Issuer shall send a notice to each of the Holders, with a copy to the Trustee, which shall govern the terms of the Refund Offer, shall state that a Refund has been received and shall set forth the procedures governing the Refund Offer as required by Section 4.19 of the Indenture. (c) If the Parent or any Restricted Subsidiary consummates an Asset Sale, within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer may be required to make an Asset Sale Offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date Section 3.09 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.4.10

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of Control, each Holder occurs, the Issuers shall make an offer (a "Change of Notes will have the right to require the Company Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Company Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If ▇▇▇▇ Las Vegas, the Company Restricted Entities or a Restricted Subsidiary consummates any of their respective Subsidiaries consummate any Asset Sales and Sales, within 10 days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company ▇▇▇▇ Las Vegas shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 Sections 3.10 and 4.10 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) applicable entity may use such deficiency those Excess Proceeds for any general corporate purposespurpose not prohibited by the Indenture and the Collateral Documents. If the aggregate principal amount of Notes surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisin accordance with the terms of the Indenture. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Company ▇▇▇▇ Las Vegas prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. Until the Credit Agreement has been repaid in full, there will not be any Excess Proceeds of Asset Sales. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) If ▇▇▇▇ Las Vegas, any Restricted Entity or any of their Restricted Subsidiaries experiences an Event of Loss after the Final Completion Date and, within ten days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, ▇▇▇▇ Las Vegas shall commence an offer (an "Event of Loss Offer") to all Holders of Notes pursuant to Sections 3.10 and 4.16 of the Indenture, to purchase the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the applicable entity may use such Excess Loss Proceeds for any general corporate purpose not prohibited by the Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered into such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee shall select the Notes to be purchased in accordance with the terms of the Indenture. Holders of Notes that are the subject of an offer to purchase shall receive an Event of Loss Offer from ▇▇▇▇ Las Vegas prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. Until the Credit Agreement has been paid in full, there will not be any Excess Loss Proceeds. Upon completion of each Event of Loss Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Purchase Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Purchase Date. Within 30 days following any 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 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 366th day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00030.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 3.10 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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 Change of Control Purchase Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture, including, without limitation, the repurchase or redemption of Indebtedness that is subordinated to the notes or, in the case of any Subsidiary Guarantee, the guarantee of such Guarantor. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesSpecial Interest thereon, if any, thereon, to the date of purchase (the "Change of Control Payment"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered and other pari passu Indebtedness tendered by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth and the procedures governing Trustee describing the transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. 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 Restricted Subsidiary consummates any Asset Sales and permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) Offer to purchase the maximum principal amount of Notes to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 1013 of the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basiste aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Holders Upon the completion of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of Control, each Holder occurs, the Issuers shall make an offer (a "Change of Notes will have the right to require the Company Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Company Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If ▇▇▇▇ Las Vegas, the Company Restricted Entities or a Restricted Subsidiary consummates any of their respective Subsidiaries consummate any Asset Sales and Sales, within 10 days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company ▇▇▇▇ Las Vegas shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 Sections 3.10 and 4.10 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) applicable entity may use such deficiency those Excess Proceeds for any general corporate purposespurpose not prohibited by the Indenture and the Collateral Documents. If the aggregate principal amount of Notes surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisin accordance with the terms of the Indenture. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Company ▇▇▇▇ Las Vegas prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. Until the Credit Agreement has been repaid in full, there will not be any Excess Proceeds of Asset Sales. (c) If ▇▇▇▇ Las Vegas, any Restricted Entity or any of their Restricted Subsidiaries experiences an Event of Loss after the Final Completion Date and, within ten days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, ▇▇▇▇ Las Vegas shall commence an offer (an "Event of Loss Offer") to all Holders of Notes pursuant to Sections 3.10 and 4.16 of the Indenture, to purchase the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the applicable entity may use such Excess Loss Proceeds for any general corporate purpose not prohibited by the Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered into such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee shall select the Notes to be purchased in accordance with the terms of the Indenture. Holders of Notes that are the subject of an offer to purchase shall receive an Event of Loss Offer from ▇▇▇▇ Las Vegas prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. Until the Credit Agreement has been paid in full, there will not be any Excess Loss Proceeds.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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 Settlement Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis. Holders basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Notes that are the subject $2,000, or integral multiples of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option $1,000 in excess of Holder to Elect Purchase" $2,000, shall be purchased) on the reverse basis of the Notes.aggregate principal amount of tendered Notes and Pari Passu

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 days 15 Business Days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the ``Change of Control Payment Date''), pursuant to the procedures required by the IndentureIndenture and described in such notice. 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 Restricted Subsidiary consummates any Asset Sales and Sales, when the aggregate amount of Excess Proceeds exceeds $10,000,000, 5.0 million the Company shall commence will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the IndentureIndenture and such other Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive an Asset Sale Offer from purchase, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 days 15 Business Days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. 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 Restricted Subsidiary consummates any Asset Sales and Sales, when the aggregate amount of Excess Proceeds exceeds $10,000,000, 5.0 million the Company shall commence will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the IndentureIndenture and such other Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive an Asset Sale Offer from purchase, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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 Settlement Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.the

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, the Company shall be required to make an offer to each Holder of Senior Secured Discount Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Secured Discount Notes pursuant to a an offer (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (or, in the case of repurchases of Senior Secured Discount Notes prior to March 15, 2003, at a purchase price equal to 101% of the Accreted Value thereof, plus Liquidated Damages thereon, if any, as of the date of repurchase) (in either case, the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,00010 million, the Company shall commence an offer to all Holders of Senior Secured Discount Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Senior Secured Discount Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (or, in the case of purchases of Senior Secured Discount Notes prior to March 15, 2003, at a purchase price equal to 100% of the Accreted Value thereof, plus Liquidated Damages thereon, if any), in accordance with the procedures set forth in the Indenture; provided, however, that such offer shall not be required if the application of such Excess Proceeds to repurchase Senior Secured Discount Notes would cause an Event of Default under the Subsidiary Debt Instruments. To the extent that If the aggregate amount purchase price of Senior Secured Discount Notes tendered pursuant to an into such Asset Sale Offer by Holders thereof is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposespurposes (subject to restrictions of the Indenture). If the aggregate principal amount purchase price of Senior Secured Discount Notes surrendered tendered into such Asset Sale Offer by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Secured Discount Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Senior Secured Discount Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Secured Discount Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Secured Discount Notes.

Repurchase at Option of Holder. (a) Upon In the occurrence of a Change of Control, each Holder of Notes will have the right to require event that the Company to repurchase consummates an Asset Sale involving all or any part substantially all of the assets of the Company and its Subsidiaries (equal to $1,000 or an integral multiple thereof) a "Company Sale"), within 30 days after the receipt of the proceeds of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture 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 purchase (the "Change of Control Payment"). Within 30 days following any Change of ControlAsset Sale, the Company shall mail a notice make an offer (pro rata in proportion to each Holder setting forth the procedures governing the Change principal amount (or accreted value, if applicable) outstanding in respect of Control Offer as any assets sale offer required by the terms of any pari passu Indebtedness incurred in accordance with the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceedsproceeds of such Asset Sale, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indentureherein. To the extent that the aggregate amount any proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer surrendered by Holders thereof (and any pari passu Indebtedness, as aforesaid) exceeds the amount of Excess Proceedsthe proceeds of such Asset Sale, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders Notwithstanding anything to the contrary provided herein, in the event of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from that is not a Company Sale, the Company prior may use the proceeds from such sale to any related purchase date and may elect to have such (a) make an Asset Sale Offer, (b) repurchase Notes purchased by completing in open market transactions and/or (c) invest in Permitted Businesses. ---------- (2) [The 18-month anniversary of the form entitled "Option of Holder to Elect Purchase" on the reverse issuance of the Notes.]

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of ControlControl Triggering Event, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make a cash tender offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, on the Notes repurchased to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), 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. Within No later than 30 days following any Change of ControlControl Triggering Event, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail send 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 Triggering Event and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates 361st day after the Asset Sale (or, at the Company’s option, any Asset Sales and earlier date), if the aggregate amount of Excess Proceeds then exceeds $10,000,00020.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (an "Asset Sale Offer") pursuant Notes, and to Section 3.09 all holders of the Indenture (pro rata in proportion to outstanding Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the Settlement Date, 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 Settlement Date, and will be payable in cash. If any Excess Proceeds remain after consummation of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary may use such deficiency those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basisbasis as set forth in Section 3.09(h) of the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer Offer, as applicable, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's ’s Notes pursuant to a the offer described below (the “Change of Control Offer described in the Indenture Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase (the "“Change of Control Payment"”). Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 360 days after the receipt of any Net Proceeds from an Asset Sale, 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 Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales and that are not applied or invested as provided in the preceding sentence or that the Company determines will not be applied or invested as provided in the preceding sentence will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10,000,00025.0 million, the Company shall commence make an offer (an “Asset Sale Offer”) to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 and, at the Company’s option, all holders of the Indenture (pro rata in proportion to outstanding other Indebtedness that is pari passu with the Notes that require asset sales offers) 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 the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof amount, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness shall select the Notes to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds will be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date of purchase repurchase (the "Change of Control PaymentOffer"). Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 all Holders of Notes and holders of any other Pari Passu Debt outstanding with provisions requiring the Company to make an offer to purchase or redeem such indebtedness with the proceeds from any Asset Sale as follows: (A) the Company will make an offer to purchase from all holders of the Indenture (pro rata Notes, in proportion to outstanding Indebtedness that is pari passu accordance with the Notes that require asset sales offers) to purchase procedures set forth in Section 4.10 of the Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the "Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (subject to proration in the event such amount is less than the aggregate Asset Sale Offered Price (as defined herein) of all Notes tendered), and (B) to the extent required by such Pari Passu Debt to permanently reduce the principal amount of such Pari Passu Debt, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (an "Asset Sale Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds, at Proceeds over the Note Amount; provided that in no event will the Company be required to make an Asset Sale Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus accrued and unpaid interest thereon to the date of such repurchase plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase(the "Asset Sale Offer Date") such Asset Sale Offer is consummated (the "Asset Sale Offered Price"), in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount Asset Sale Offered Price of the Notes tendered pursuant to an the Asset Sale Offer is less than the Excess ProceedsNote Amount relating thereto or the aggregate amount of Pari Passu Debt that is purchased in an Asset Sale Pari Passu Offer is less than the Pari Passu Debt Amount, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders Upon the completion of the purchase of all the Notes that are the subject of an offer tendered pursuant to purchase will receive an Asset Sale Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (c) If the Company becomes obligated to make an Asset Sale Offer pursuant to the immediately preceding paragraph, the Notes and the Pari Passu Debt shall be purchased by the Company, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days 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 notice of the NotesAsset Sale Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act.

Repurchase at Option of Holder. (a) Upon In the occurrence of a Change of Control, each Holder of Notes will have the right to require event that the Company to repurchase consummates an Asset Sale involving all or any part substantially all of the assets of the Company and its Subsidiaries (equal to $1,000 or an integral multiple thereof) a "Company Sale"), within 30 days after the receipt of the proceeds of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture 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 purchase (the "Change of Control Payment"). Within 30 days following any Change of ControlAsset Sale, the Company shall mail a notice make an offer (pro rata in proportion to each Holder setting forth the procedures governing the Change principal amount (or accreted value, if applicable) outstanding in respect of Control Offer as any assets sale offer required by the terms of any pari passu Indebtedness incurred in accordance with the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceedsproceeds of such Asset Sale, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indentureherein. To the extent that the aggregate amount any proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer surrendered by Holders thereof (and any pari passu Indebtedness, as aforesaid) exceeds the amount of Excess Proceedsthe proceeds of such Asset Sale, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders Notwithstanding anything to the contrary provided herein, in the event of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from that is not a Company Sale, the Company prior may use the proceeds from such sale to any related purchase date and may elect to have such (a) make an Asset Sale Offer, (b) repurchase Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesin open market transactions and/or (c) invest in Permitted Businesses.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon No later than 30 days following the occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following any a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 361st day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00050.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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 Settlement Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes. (c) In the event that the Anchor Acquisition is not closed on the terms contemplated by the Acquisition Agreement (with any such changes that the Company shall reasonably determine are appropriate) by June 30, 2014, or if the Acquisition Agreement is earlier terminated without the closing occurring thereunder, the Company shall, no later than 30 days thereafter, commence an offer to all Holders of Notes (an “Anchor Acquisition Offer”) to purchase a maximum of $235.0 million aggregate principal amount of Notes pursuant to Section 3.10 of the Indenture. The offer price in any Anchor Acquisition Offer shall be equal to 100% (or, at the Company’s election, a higher percentage) of the initial offer price plus accrued and unpaid interest, if any, to the date of settlement. If the aggregate principal amount of Notes tendered into the Anchor Acquisition Offer exceeds $235.0 million, the 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 denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased). Holders of Notes that are the subject of an offer to purchase shall receive an Anchor Acquisition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, 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 Offer to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, thereon to the date of purchase (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 Payment")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 shall mail 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 Sales and Sale, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00020.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders and all holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding other Indebtedness that is pari passu with the Notes that require asset sales offers) 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, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof amount, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, to the date of purchase or redemption, 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 date of purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary of the Company may use such deficiency those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof accepted for purchase in such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture). 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 an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Senior Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase purchase, which date shall be no later than 30 days from the date such notice is mailed (the "Change of Control PaymentPayment Date"). Within 30 10 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. Such right to require the repurchase of Senior Notes shall not continue after discharge of the Company from its obligations with respect to the Senior Notes. The board of directors of the Managing General Partner of the Company may not waive this provision. (b) If the Company or a Restricted Subsidiary consummates As soon as practical, but in no event later than 5 business days after any date (an "Asset Sales and Sale Trigger Date") that the aggregate amount of Excess Proceeds exceeds $10,000,0005 million, the Company shall commence an offer to all Holders of Notes (an "a pro rata Asset Sale Offer") pursuant to Offer (as described under Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offersIndenture) 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 on the date fixed for the closing of such offer plus accrued and unpaid interest and Liquidated Damages Damage thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount any Excess Proceeds remain after completion of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency the remaining amount for general corporate purposes. If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased on a pro rata basis. Holders of Senior Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Notes. Upon completion of such Offer to purchase, the amount of Excess Proceeds will be reset to zero.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer the offer described in below (the Indenture "CHANGE OF CONTROL OFFER") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 30 10 days following any Change of Control, the Company shall will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and When the aggregate amount of Excess Proceeds exceeds $10,000,0005.0 million, the Company shall commence an offer to all Holders of Notes (an "Asset Sale OfferASSET SALE OFFER") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest interest, and Liquidated Damages thereon, if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for any general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata PRO RATA basis. . (c) Holders of the Notes that are the subject of an offer to purchase will receive an a Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such each Holder's ’s Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase (the "“Change of Control Payment"Purchase Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Purchase Date. Within 30 days following any 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 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 366th day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds then exceeds $10,000,00030.0 million, the Company shall commence an offer to all Holders of Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 3.10 of the Indenture (pro rata in proportion Indenture, and to outstanding all holders of any Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, 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 Change of Control Purchase Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture including, without limitation, the repurchase or redemption of Indebtedness that is subordinated to the notes or, in the case of any Subsidiary Guarantee, the guarantee of such Guarantor. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, the Issuers shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any a Change of Control, the Company Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a any of its Restricted Subsidiary Subsidiaries consummates any an Asset Sales and Sale, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,0005 million, the Company Issuers shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Controloccu▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇trol, each Holder of Notes will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesDamages thereon, if any, thereon, to the date of purchase repurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture. (b) Indenture and described in such notice. If the Company or a Restricted Subsidiary consummates any Asset Sales and Sale, within ten days of each date on which the aggregate amount of Asset Sale Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence an offer to all Holders of Notes pursuant to Section 3.9 of the Indenture to purchase or redeem with such Asset Sale Excess Proceeds (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceedsproceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Asset Sale Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Asset Sale Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. If the sum of (i) the aggregate amount of the Net Proceeds of Real Estate Transactions deposited by the Company into the Real Estate Cash Collateral Account pursuant to the Cash Collateral Agreement, plus (ii) 100% of the Projected Excess Cash Flow, less (iii) the aggregate amount of the reduction of availability under the New Credit Facility as a result of the Real Estate Transactions exceeds the amounts used to prepay Rollover Term Loans pursuant to Section 2.5(c) of the Senior Loan Agreement (including the application of any amounts held in the Cash Collateral Account and applied to the prepayment of the Rollover Term Loans) (any such excess, the "Excess Proceeds"), then within ten days of November 30, 2001, the Company shall commence an offer to all Holders of Notes pursuant to Section 3.9 of the Indenture to purchase or redeem with the Excess Proceeds (an "Offer") the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of repurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Offer from the Company prior to the related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such that Holder's Notes pursuant to the Change of Control Offer. In the Change of Control Offer, the Company will offer (the "Change of Control Offer") a Change of Control Offer described in the Indenture at an offer price Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, thereon to the date of purchase (the "Change of Control Payment")purchase. Within 30 20 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth (with a copy to the procedures governing Trustee) describing the transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the IndentureIndenture and described in such notice. 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 Restricted Subsidiary consummates any Asset Sales and Sale, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10,000,00010 million, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes and pari passu Indebtedness, including the Euro Notes, that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a the offer described below (the "Change of Control Offer described in the Indenture Offer") 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, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes pursuant to the procedures required by the IndentureIndenture 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 Restricted Subsidiary consummates any Asset Sales and permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) Offer to purchase the maximum principal amount of Notes and any Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes tendered or Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are , based on the subject of an offer to purchase will receive an aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer from Offer. Upon completion of such Asset Sale Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within 30 days following any a Change of Control, the Company shall mail a notice to each Holder describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) If On the Company or a Restricted Subsidiary consummates any 366th day after an Asset Sales and Sale, if the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness that is pari passu with the Notes that require asset sales offers) proceeds from any Asset Sale ("Pari Passu Notes"), to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Sale Offer applies 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 of the Notes and such Pari Passu Notes plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the IndentureIndenture or agreements governing the Pair Passu Notes, as applicable. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceedsamount the Company is required to repurchase, the Company (or such Restricted Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposesany purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceedsthe Company is required to repurchase, the Trustee shall select the Notes and Pari Passu Notes to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to at a Change of Control Offer described in the Indenture at an offer purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated DamagesSpecial Interest thereon, 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 setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales and when the aggregate amount of Excess Proceeds exceeds $10,000,00010 million, the Company shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest thereon and Liquidated Damages thereonSpecial Interest, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes Debentures will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder▇▇▇▇▇▇'s Notes pursuant to a Change of Control Offer described in the Indenture Debentures at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damagesthereon, 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 setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Debentures on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the IndentureIndenture and described in such notice. 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 Debentures as a result of a Change of Control. (b) If the Company or a Restricted any Subsidiary of the Company consummates any Asset Sales and Sales, when the aggregate amount of Excess Proceeds exceeds $10,000,00010.0 million, the Company shall commence be required to make an offer to all Holders of Notes Debentures (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding Indebtedness that is pari passu with the Notes that require asset sales offers) to purchase the maximum principal amount of Notes Debentures that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes Debentures tendered in connection with such Asset Sale Offer and surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Debentures to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive purchase, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the Company shall not be required to make an Asset Sale Offer from if (i) the Company prior Company's obligation to any related purchase date and may elect make such Asset Sale Offer is due to have such Notes purchased an Asset Sale by completing the form entitled "Option of Holder to Elect Purchase" on the reverse one or more of the NotesCompany's Subsidiaries, (ii) as a result of such Asset Sale (or Asset Sales), Finlay Jewelry is required to make and does make an offer similar to an Asset Sale Offer to the holders of the Senior Notes in accordance with the terms of the Senior Note Indenture and (iii) to the extent that the aggregate amount of Senior Notes tendered pursuant to such offer is less than the Excess Proceeds, Finlay Jewelry makes an Asset Sale Offer to all Holders of Debentures with such remaining Excess Proceeds.