Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer 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 Issuer or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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 Indenture. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will 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 each Holder’s 's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedthereon, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Issuer will Company shall mail a notice to each Holder setting forth describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures governing the Change of Control Offer as required by set forth in the Indenture. (b) If the Issuer Company or a Restricted Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Issuer will commence Company shall be required to make an offer to all Holders holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness Debt 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 assetsassets (as "Asset Sale Offer") pursuant to Sections 3.09 and 4.10 of the Indenture and such other pari passu Debt to repurchase the maximum principal amount of Notes and such other pari passu Debt that may be purchased out of the aggregate amount of 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, if any, to the date of purchase repurchase, in accordance with the procedures set forth in the Indenture. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company (or such Restricted Subsidiary, as the case may be) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Debt surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Debt to be purchased on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer Company will be required to make an offer Offer to Purchase (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest on the Notes repurchasedinterest, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the “foregoing, a Change of Control Payment”). Within 30 Offer shall be deemed to have been made if (i) within thirty (30) days following any a Change of Control, the Issuer will mail a notice Company commences an Offer to each Holder setting forth Purchase all outstanding Notes at the procedures governing Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer as required by will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (b) If the Issuer Company or a any of its Restricted Subsidiary Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sales, within 30 days of each date on which Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Issuer Company will commence make an offer Offer to all Holders of Notes Purchase (an “Asset Sale Offer”) pursuant to Paragraph 9(B) all Holders and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest interest, if any, to but excluding the date of purchase purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Indebtedness Pari Passu Debt tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (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 (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Issuer Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled “titled “ Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer Company will be required to make an offer Offer to Purchase (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the Notes repurchased, if any, relevant record date to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase (the “foregoing, a Change of Control Payment”). Within Offer shall be deemed to have been made if (i) within 30 days following any a Change of Control, the Issuer will mail a notice Company commences an Offer to each Holder setting forth Purchase all outstanding Notes at the procedures governing Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer as required by will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (b) If the Issuer Company or a any of its Restricted Subsidiary Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sales, within 30 days of each date on which Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Issuer Company will commence make an offer Offer to all Holders of Notes Purchase (an “Asset Sale Offer”) pursuant to Paragraph 9(B) all Holders and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Indebtedness Pari Passu Debt tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (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 (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Issuer Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled “titled “ Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 in principal amount at maturity or an integral multiple thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount Accreted Value thereof plus accrued and unpaid interest on the Notes repurchasedand Additional Interest thereon, if any, to the date of purchase repurchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Issuer will 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 Issuer Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $10.0 15 million, the Issuer will Company shall commence an offer pursuant to Section 4.10 of the Indenture (an "Asset Sale Offer") to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) and all holders of Section 1.1 such other Indebtedness of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness Company that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) assets to purchase the maximum Accreted Value of Notes and principal amount of such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an (the "Offer Amount"). The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount Accreted Value thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase purchase, and shall be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate Accreted Value of Notes and principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness shall select the Notes be purchased on a pro rata basisbasis on the basis of the aggregate principal amount (or accreted value, as applicable) of Notes and other pari passu Indebtedness tendered. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Euro Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase purchase all or any part (equal to $1,000 (euro)1,000 or an integral multiple thereof) of each such Holder’s 's Euro Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof (the "Change of Control Payment") plus accrued and unpaid interest on the Notes repurchased, if any, thereon to the date of purchase (subject to the “Change right of Control Payment”Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Issuer Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale, unless (i) the Issuer Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents or Telecommunications Assets, and (iii) the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Cash Proceeds, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, (a) to the permanent redemption or repurchase of outstanding Indebtedness (other than Subordinated Indebtedness) that is secured Indebtedness (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) or Indebtedness of the Company or such Restricted Subsidiary consummates that ranks equally with the Notes but has a maturity date that is prior to the maturity date of the Notes and/or (b) to reinvest such Net Cash Proceeds (or any portion thereof) in Telecommunications Assets. Notwithstanding anything herein to the contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset SalesSale of assets, within 30 days or Equity Interests, of each date on which a Foreign Subsidiary may be used to retire Indebtedness of a Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign Subsidiary. The balance of such Net Cash Proceeds, after the application of such Net Cash Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Issuer Company will commence an be required to make a pro rata offer to all Holders of Notes and pari passu Indebtedness with comparable provisions requiring such Indebtedness to be purchased with the proceeds of such Asset Sale (an “"Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount or accreted value in the case of Indebtedness issued with an original issue discount of Notes (on a pro rata basis with any other Indebtedness that is and 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) Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof or the accreted value thereof, as applicable, plus accrued and unpaid interest thereon to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in Article 3 of the IndentureIndenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other and pari passu Indebtedness tendered for payment or repurchase) into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisbasis in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness. Upon the completion completion, of each such Asset Sale Offer, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse zero for purposes of the Notesfirst sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will Company shall be required to make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s 's Notes at a purchase price Purchase Price equal to 101% of the aggregate principal amount thereof plus PLUS accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to the date of purchase (repurchase, in accordance with the “Change of Control Payment”)procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuer will 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 On the Issuer 366th day after an Asset Sale or a such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary consummates any determines not to apply the Net Cash Proceeds relating to such Asset SalesSale as set forth in clauses (3)(a), within 30 days (3)(b) and (3)(c) of each date on which paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Excess Net Cash Proceeds exceeds $10.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Issuer will commence Indenture (each, a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent required by the terms of Notes (such Pari Passu Indebtedness, an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the maximum principal applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar and Pari Passu Indebtedness) to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent any Excess Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds remain after consumption of an Asset Sale OfferOffer Amount, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis based on the aggregate principal amount amounts of Notes surrendered by holders thereof (together with such other pari passu and Pari Passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis. Upon the completion of each Asset Sale Offer, PRO RATA basis based on the amount of Excess Notes tendered). A Net Proceeds will Offer shall remain open for a period of 20 business days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased required by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteslaw.

Repurchase at Option of Holder. The 2015 Debentures shall be purchased by the Company under the paragraph "Repurchase by the Company at the Option of the Holder" of the 2015 Debentures on November 8, 2005 and November 8, 2010 (aeach, a "Repurchase Date"), at the repurchase price specified therein (each, a "Optional Repurchase Price"), at the option of the Holder thereof, upon: (1) If there is delivery to the Paying Agent, by the Holder of a Change written notice of Control, the Issuer will be required to make an offer purchase (a “Change "Holder Repurchase Notice") at any time from the opening of Control Offer”business on the date that is 20 Business Days prior to a Repurchase Date until the close of business on the last Business Day prior to such Repurchase Date stating: (A) the certificate number of the 2015 Debenture which the Holder will deliver to repurchase all or any part be repurchased, (equal B) the portion of the Principal Amount of the 2015 Debenture which the Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof, (C) of each Holder’s Notes at a purchase price equal to 101% that such 2015 Debenture shall be purchased as of the aggregate principal amount thereof plus accrued Repurchase Date pursuant to the terms and unpaid interest on conditions specified under the Notes repurchasedparagraph "Repurchase by the Company at the Option of the Holder" of the 2015 Debentures and in this Indenture, (D) in the event that the Company elects, if anypursuant to Section 1502 hereof, to pay the date Optional Repurchase Price to be paid as of purchase such Repurchase Date, in whole or in part, in Common Stock but such portion of the Optional Repurchase Price shall ultimately be payable to such Holder entirely in cash because any of the conditions to payment of the Optional Repurchase Price in Common Stock is not satisfied prior to the close of business on such Repurchase Date, as set forth in Section 1504 hereof, whether such Holder elects (i) to withdraw such Holder Repurchase Notice as to some or all of the “Change 2015 Debentures to which such Holder Repurchase Notice relates (stating the Principal Amount and certificate numbers of Control Payment”the 2015 Debentures as to which such withdrawal shall relate). Within 30 days following any Change , or (ii) to receive cash in respect of Controlthe entire Optional Repurchase Price for all 2015 Debentures (or portions thereof) to which such Optional Repurchase Price relates, and (2) delivery of such 2015 Debenture to the Issuer will mail Paying Agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a notice condition to each Holder setting forth the procedures governing the Change of Control Offer as required receipt by the Indenture. (b) If Holder of the Issuer or a Restricted Subsidiary consummates any Asset SalesOptional Repurchase Price therefor; provided, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 millionhowever, the Issuer will commence an offer to all Holders of Notes (an “Asset Sale Offer”) that such Optional Repurchase Price shall be so paid pursuant to Paragraph 9(Bthis Article Fifteen only if the 2015 Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. If a Holder, in such Holder Repurchase Notice or in any written notice of withdrawal delivered by such Holder pursuant to the terms of Section 1509 hereof, fails to indicate such Holder's choice with respect to the election set forth in clause (D) of Section 1.1 1501(a)(1), such Holder shall be deemed to have elected to receive cash in respect of the First Supplemental Indenture Optional Repurchase Price for all 2015 Debentures subject to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with Holder Repurchase Notice in the Notes containing provisions similar to those circumstances set forth in such clause (D). The Company shall purchase from the Holder thereof, pursuant to this Article Fifteen, a portion of a 2015 Debenture only if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a 2015 Debenture also apply to the purchase of such portion of such 2015 Debenture. Any purchase by the Company contemplated pursuant to the provisions of this Article Fifteen shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Security to the Paying Agent. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Holder Repurchase Notice contemplated by this Section 1501 shall have the right to withdraw such Holder Repurchase Notice at any time prior to the close of business on the Business Day prior to the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with respect Section 1509. The Paying Agent shall promptly notify the Company of the receipt by it of any Holder Repurchase Notice or written notice of withdrawal thereof. Anything herein to offers to purchase or redeem with the proceeds contrary notwithstanding, in the case of sales of assets) that Global Securities, any Repurchase Notice may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued delivered or withdrawn and unpaid interest to the date of such 2015 Debentures may be surrendered or delivered for purchase in accordance with the applicable procedures set forth in the Indenture. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesDepositary as in effect from time to time.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Liquidated Damages thereon, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Issuer Company will (or will cause the Trustee to) 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 Within 365 days after the Issuer receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary shall apply such Net Proceeds, at its option (or to the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or purchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, provided that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth in the Indenture) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary consummates or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales, within 30 days Sales that are not applied or invested as provided in the first sentence of each date on which this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Issuer Company will commence be required to make an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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, if any, thereon to the date of purchase purchase, in accordance with the procedures set forth in the this Indenture. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes surrendered by holders Holders thereof (together in connection with such other pari passu Indebtedness tendered for payment or repurchase) an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basisto be purchased as set forth under Sections 3.02 and 3.03 of the Indenture. Upon the completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer Company will be required to make an offer Offer to Purchase (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the Notes repurchased, if any, relevant record date to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase (the “foregoing, a Change of Control Payment”). Within 30 Offer shall be deemed to have been made if (i) within thirty (30) days following any a Change of Control, the Issuer will mail a notice Company commences an Offer to each Holder setting forth Purchase all outstanding Notes at the procedures governing Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer as required by will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (b) If the Issuer Company or a any of its Restricted Subsidiary Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sales, within 30 days of each date on which Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Issuer Company will commence make an offer Offer to all Holders of Notes Purchase (an “Asset Sale Offer”) pursuant to Paragraph 9(B) all Holders and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Indebtedness Pari Passu Debt tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (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 (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Issuer Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled “titled “ Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer Company will be required to make an offer Offer to Purchase (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 US$2,000 or an integral multiple of US$1,000 in excess thereof) of each Holder’s 's Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the Notes repurchased, if any, relevant record date to receive interest due on an interest payment date falling on or prior to the date of purchase Purchase Date) (the “Change of Control Payment”). Within For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following any a Change of Control, the Issuer will mail a notice Company commences an Offer to each Holder setting forth Purchase all outstanding Notes at the procedures governing Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer as required by will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (b) If Tembec Inc. or any of its Restricted Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the Issuer or a Restricted Subsidiary consummates third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sales, within 30 days of each date on which Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 US$15.0 million, within thirty days thereof, the Issuer Company will commence make an offer Offer to all Holders of Notes Purchase (an “Asset Sale Offer”) pursuant to Paragraph 9(B) all Holders and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , in each case, equal to the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Pari Passu Indebtedness tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Indebtedness to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Indebtedness. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (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 (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Issuer Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled titled “Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder shall have the Issuer will be required right to make require the Company to repurchase all or any part (equal to RMB1.0 million or an offer integral multiple of RMB1.0 million) of such Holder’s Notes (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101the Dollar Equivalent of 105.0% of the aggregate principal amount thereof repurchased, plus accrued and unpaid interest on the Notes repurchased, if any, 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, but excluding, the Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the IndenturePurchase Date). (b) If the Issuer Company or a Restricted Subsidiary one of its Subsidiaries consummates any Asset Sales, within 30 days of each date on which they shall not be required to apply any Net Available Cash in accordance with the Indenture until the aggregate amount of Excess Proceeds Net Available Cash from all Asset Sales following the date the Notes are first issued exceeds $10.0 5.0 million. Thereafter, the Issuer will Company shall, after application of the additional aggregate $5.0 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 Paragraph 9(B) of Section 1.1 3.06 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) that may be purchased out of the Excess Proceeds Net Available Cash at an offer price in cash in an amount equal to 100the Dollar Equivalent of 105% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of purchase such offer in accordance with the procedures set forth in the Indenture. To the extent any Excess Proceeds remain after consumption that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Net Available Cash, the Issuer Company (or such Subsidiary) may use such Excess Proceeds deficiency first to repay certain credit facilities or any other Senior Debt of the Company or any Guarantor or Debt of any Subsidiary of the Company that is not a Guarantor (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company), and only thereafter, for any purpose not otherwise prohibited permitted by the Indenture. If the aggregate principal amount of Notes surrendered by holders Holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess ProceedsNet Available Cash, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer 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) Upon the occurrence of a Delisting, each Holder shall have the right to require the Company to repurchase all or any part (equal to RMB1.0 or an integral multiple of RMB1.0 million) of such Holder’s Notes (a “Delisting Offer”) at a purchase price in cash equal to the Dollar Equivalent of 105.0% of the aggregate principal amount thereof repurchased, plus accrued and unpaid interest on the Notes repurchased to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest to, but excluding, the Purchase Date).

Repurchase at Option of Holder. (a) If there is a Change of ControlControl occurs, each Holder of Notes shall have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 or an integral multiple in excess thereof) of each that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at an offer price (a purchase price “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, thereon, to the date of purchase repurchase (the “Change of Control Payment”Payment Date,” which date shall be no earlier than the date of such Change of Control), provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has mailed the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the requirement to consummate the Change of Control and redeems the Notes in accordance with such notice. Within 30 days following any Change of Control, the Issuer will Company shall mail a notice to each Holder setting forth Holder, 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, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 365 days after the Issuer receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: to repay (A) Indebtedness secured by such assets; (B) to purchase Replacement Assets (or enter into a Restricted Subsidiary consummates binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 60 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)); or (C) any combination of the foregoing. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. On the 366th day after an Asset SalesSale or such earlier date, within 30 days of if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date on which the being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds exceeds $10.0 million, Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuer will commence Company to make an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount all Holders of Notes (on a pro rata basis with any and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , with a copy to the Trustee, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase purchase, and shall be payable in accordance with cash. The Company may defer the procedures set forth Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $25.0 million resulting from one or more Asset Sales, at which time the Indentureentire unutilized amount of Excess Proceeds (not only the amount in excess of $25.0 million) shall be applied as provided in Section 4.10(c). To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Indebtedness tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness shall select the Notes be purchased on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an such Asset Sale Offer from the Issuer prior shall no longer be deemed to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbe Excess Proceeds.

Repurchase at Option of Holder. (a) If there is a Change in Control occurs, a Holder shall have the right, at such Holder’s option and subject to the terms and conditions of Controlthe Indenture, to require the Issuer will be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (of such Holder’s Securities having a principal amount equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase (the “Change of in Control PaymentPurchase Date”). Within ) specified by the Issuer in the Issuer Notice (which date shall be no earlier than 30 days following any Change and no later than 40 days after the date of Control, the such Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bNotice) If the Issuer or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) that may be purchased out of the Excess Proceeds at an offer price in for cash in an amount equal to the 100% of the principal amount thereof of the Securities to be repurchased plus accrued and unpaid interest accrued thereon to but excluding the Change in Control Purchase Date (the “Change in Control Purchase Price”) by delivering a Change in Control Purchase Price Notice to the date Trustee or any Paying Agent no later than the close of purchase business on the second business day prior to the Change in Control Purchase Date. A Change in Control Purchase Price notice is irrevocable and may not be withdrawn. If the Paying Agent holds, in accordance with the procedures terms of the Indenture, money sufficient to pay the Change in Control Purchase Price of such Securities on the Change in Control Purchase Date or the Business Day following such date, then, on and after such date and set forth in the Indenture. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with Securities shall cease to be Outstanding and interest on such Securities shall cease to accrue, and all other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse rights of the NotesHolder shall terminate (other than the right to receive the Change in Control Purchase Price upon delivery or transfer of the Securities).

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer will be required to make an offer Offer to Purchase (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 thereof (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the portion of a Global Note constituting PIK Interest)) of each Holder’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the Notes repurchased, if any, relevant record date to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase (the “foregoing, a Change of Control Payment”). Within Offer shall be deemed to have been made if (i) within 30 days following any a Change of Control, the Issuer will mail a notice commences an Offer to each Holder setting forth Purchase all outstanding Notes at the procedures governing Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer as required by will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (b) If the Issuer or a any of its Restricted Subsidiary Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sales, within 30 days of each date on which Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Issuer will commence make an offer Offer to all Holders of Notes Purchase (an “Asset Sale Offer”) pursuant to Paragraph 9(B) all Holders and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Indebtedness Pari Passu Debt tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Issuer will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (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 (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Issuer prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled “titled “ Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl occurs, each Holder of Notes shall have the right to require the Issuer will be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes pursuant to an offer by the Issuer (a “Change of Control Offer”) at an offer price (a purchase price “Change Of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, thereon, to the date of purchase (the “Change of Control Payment”)purchase. Within No later than 30 days following any Change of Control, the Issuer will shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on a date (the “Change Of Control Payment Date”) specified in such notice, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or a Restricted Subsidiary consummates of the Issuer, as applicable, may apply such Net Proceeds at its option: to repay (A) Indebtedness ranking pari passu with the Notes that is secured by assets of the Issuer or its Restricted Subsidiaries (to the extent of the value of the assets securing such Indebtedness), (B) Obligations under the Credit Agreement or (C) Indebtedness of the Issuer’s Restricted Subsidiaries); or to purchase Replacement Assets. Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. On the 366th day after an Asset SalesSale or such earlier date, within 30 days of if any, as the Issuer determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date on which the being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds exceeds $10.0 million, Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuer will commence to make an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount all Holders of Notes (on a pro rata basis with any and all holders of other Indebtedness that is pari passu with the Notes or any Guarantee of the Notes containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , 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 Proceeds. The 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 Indenture. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.Asset

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Dollar Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Dollar Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof (the "Change of Control Payment") plus accrued and unpaid interest on the Notes repurchased, if any, thereon to the date of purchase (subject to the “Change right of Control Payment”Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Issuer Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale, unless (i) the Issuer Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents or Telecommunications Assets, and (iii) the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Cash Proceeds, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, (a) to the permanent redemption or repurchase of outstanding Indebtedness (other than Subordinated Indebtedness) that is secured Indebtedness (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) or Indebtedness of the Company or such Restricted Subsidiary consummates that ranks equally with the Notes but has a maturity date that is prior to the maturity date of the Notes and/or (b) to reinvest such Net Cash Proceeds (or any portion thereof) in Telecommunications Assets. Notwithstanding anything herein to the contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset SalesSale of assets, within 30 days or Equity Interests, of each date on which a Foreign Subsidiary may be used to retire Indebtedness of a Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign Subsidiary. The balance of such Net Cash Proceeds, after the application of such Net Cash Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Issuer Company will commence an be required to make a pro rata offer to all Holders of Notes and pari passu Indebtedness with comparable provisions requiring such Indebtedness to be purchased with the proceeds of such Asset Sale (an “"Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount or accreted value in the case of Indebtedness issued with an original issue discount of Notes (on a pro rata basis with any other Indebtedness that is and 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) Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof or the accreted value thereof, as applicable, plus accrued and unpaid interest thereon to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in Article 3 of the IndentureIndenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other and pari passu Indebtedness tendered for payment or repurchase) into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basisbasis in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness. Upon the completion completion, of each such Asset Sale Offer, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse zero for purposes of the Notesfirst sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Dollar Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Dollar Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof (the "Change of Control Payment") plus accrued and unpaid interest on the Notes repurchased, if any, thereon to the date of purchase (subject to the “Change right of Control Payment”Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Issuer Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale, unless (i) the Issuer Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents or Telecommunications Assets, and (iii) the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Cash Proceeds, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, (a) to the permanent redemption or repurchase of outstanding Indebtedness (other than Subordinated Indebtedness) that is secured Indebtedness (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) or Indebtedness of the Company or such Restricted Subsidiary consummates that ranks equally with the Notes but has a maturity date that is prior to the maturity date of the Notes and/or (b) to reinvest such Net Cash Proceeds (or any portion thereof) in Telecommunications Assets. Notwithstanding anything herein to the contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset SalesSale of assets, within 30 days or Equity Interests, of each date on which a Foreign Subsidiary may be used to retire Indebtedness of a Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign Subsidiary. The balance of such Net Cash Proceeds, after the application of such Net Cash Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Issuer Company will commence an be required to make a pro rata offer to all Holders of Notes and PARI PASSU Indebtedness with comparable provisions requiring such Indebtedness to be purchased with the proceeds of such Asset Sale (an “"Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount or accreted value in the case of Indebtedness issued with an original issue discount of Notes (on a pro rata basis with any other and PARI PASSU Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof or the accreted value thereof, as applicable, plus accrued and unpaid interest thereon to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in Article 3 of the IndentureIndenture and the agreements governing such PARI PASSU Indebtedness. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by holders Holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and PARI PASSU Indebtedness to be purchased on a pro rata basisbasis in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness. Upon the completion completion, of each such Asset Sale Offer, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse zero for purposes of the Notesfirst sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl occurs, each Holder shall have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 or an integral multiple in excess thereof) of each that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at an offer price (a purchase price “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to thereon, to, but not including, the date of purchase repurchase (the “Change of Control Payment”Payment Date,” which date shall be no earlier than the date of such Change of Control), provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has mailed or sent the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the requirement to consummate the Change of Control and redeems the Notes in accordance with such notice. Within 30 days following any Change of Control, the Issuer will Company shall mail or send a notice to each Holder setting forth Holder, 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, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 365 days after the Issuer receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (A) to repay Indebtedness secured by such assets; (B) to purchase Replacement Assets (or enter into a Restricted Subsidiary consummates binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 60 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)); or (C) any combination of the foregoing clauses (A) and (B). Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. On the 366th day after an Asset SalesSale or such earlier date, within 30 days of if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date on which the being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds exceeds $10.0 million, Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuer will commence Company to make an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) all Holders and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes or any Note Guarantee 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) , with a copy to the Trustee, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest to and Additional Interest, if any, to, but not including, the date of purchase purchase, and shall be payable in accordance with cash. The Company may defer the procedures set forth Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $50.0 million resulting from one or more Asset Sales, at which time the Indentureentire unutilized amount of Excess Proceeds (not only the amount in excess of $50.0 million) shall be applied as provided in Section 4.10(c). To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Indebtedness tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Notes and such other pari passu Indebtedness shall select the Notes be purchased on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an such Asset Sale Offer from the Issuer prior shall no longer be deemed to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbe Excess Proceeds.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will Issuers shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price Purchase Price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand additional interest, if any, to the date of purchase (repurchase, in accordance with the “Change of Control Payment”)procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuer will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Except as otherwise provided in the Issuer or Indenture, on the 361st day after an Asset Sale (a Restricted Subsidiary consummates any Asset Sales“Net Proceeds Offer Trigger Date”), within 30 days of each date on which the such aggregate amount of Excess Net Cash Proceeds exceeds $10.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (3) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Amount”) shall be applied by ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary to allow the Issuer will commence Issuers to make an offer to all Holders of Notes purchase (an the “Asset Sale Net Proceeds Offer”) pursuant to Paragraph 9(B) all Holders and, to the extent required by the terms of Section 1.1 of the First Supplemental Indenture such Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the maximum principal applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar and Pari Passu Indebtedness) to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent any Excess Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds remain after consumption of an Asset Sale OfferOffer Amount, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate principal amount amounts of Notes surrendered by holders thereof (together with such other pari passu and Pari Passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis. Upon the completion of each Asset Sale Offer, basis based on the amount of Excess Notes tendered). A Net Proceeds will Offer shall remain open for a period of 20 Business Days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased required by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteslaw.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will Company shall be required to make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s 's Notes at a purchase price Purchase Price equal to 101% of the aggregate principal amount thereof plus PLUS accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to the date of purchase (repurchase, in accordance with the “Change of Control Payment”)procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuer will 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 On the Issuer 366th day after an Asset Sale or a such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary consummates any determines not to apply the Net Cash Proceeds relating to such Asset SalesSale as set forth in clauses (3)(a), within 30 days (3)(b) and (3)(c) of each date on which paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Excess Net Cash Proceeds exceeds $10.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Issuer will commence Indenture (each, a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent required by the terms of Notes (such Pari Passu Indebtedness, an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the maximum principal applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar and Pari Passu Indebtedness) to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent any Excess Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds remain after consumption of an Asset Sale OfferOffer Amount, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis based on the aggregate principal amount amounts of Notes surrendered by holders thereof (together with such other pari passu and Pari Passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis. Upon the completion of each Asset Sale Offer, PRO RATA basis A-6 based on the amount of Excess Notes tendered). A Net Proceeds will Offer shall remain open for a period of 20 business days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased required by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteslaw.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedinterest, if any, and Liquidated Damages thereon to the date of purchase repurchase (the “"Change of Control Payment”"). Within 30 10 days following any Change of Control, the Issuer will Company shall mail a notice to each Holder setting forth the procedures governing stating: (1) that the Change of Control Offer as is being made pursuant to Section 4.15 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required by to surrender the IndentureNotes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the A2-4 102 notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. (b) If the Issuer Company or a Restricted Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Issuer will Company shall commence an offer to all Holders of Notes and, to the extent required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness (an “as "Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 3.09 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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 purchase such offer, in accordance with the procedures set forth in the IndentureIndenture or such Pari Passu Indebtedness as applicable. To the extent any Excess Proceeds remain after consumption that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Issuer Company may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and any Pari Passu Indebtedness surrendered by holders Holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be repurchased on a pro rata basis. Upon the completion of each Asset Sale Offersuch offer to repurchase, the amount of Excess Proceeds will shall be reset at zero. Holders If the aggregate principal amount of Notes that are and any Pari Passu Indebtedness surrendered by Holders thereof exceeds the subject amount of an Excess Proceeds, the Trustee shall select the Notes to be repurchased on a pro rata basis. Upon completion of such offer to purchase will receive an Asset Sale Offer from repurchase, the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, occurs, the Issuer will be required to Issuers shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 10 days following any Change of Control, the Issuer will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If ▇▇▇▇ Las Vegas or any of the Issuer or a Restricted Subsidiary consummates Subsidiaries consummate any Asset Sales, within 30 10 days following the earlier of each (i) the date on which the aggregate amount of Excess Net Proceeds exceeds $10.0 million20.0 million or (ii) the date when the proceeds of any sale of assets are required, pursuant to the Credit Agreement, to be applied to reduce Indebtedness of ▇▇▇▇ Las Vegas, ▇▇▇▇ Las Vegas shall allocate a portion of the Excess Proceeds, determined by multiplying the amount of such Excess Proceeds by a fraction, the Issuer will commence numerator of which is the total aggregate principal amount of Notes then outstanding and all Pari Passu Debt then outstanding, and the denominator of which is the total aggregate principal amount of Notes then outstanding, all Pari Passu Debt then outstanding and all Indebtedness then outstanding under the Credit Agreement (such amount being the “Asset Sale Offer Amount”), to make an offer to all Holders of Notes (an “Asset Sale Offer”) to all holders of Notes and, to the extent required, the holders of such Pari Passu Debt pursuant to Paragraph 9(B) of Section 1.1 Sections 3.10 and 4.10 of the First Supplemental Indenture to purchase the maximum principal amount of repurchase such Notes (on a pro rata basis with any 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) that may be purchased out of the Excess Proceeds and such Pari Passu Debt at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes and such Pari Passu Debt to be purchased plus accrued and unpaid interest and Liquidated Damages , if any, on the Notes and such other Pari Passu Debt to the date of purchase repurchase, which offer price shall be payable in cash. The amount of any such Excess Proceeds less the Asset Sale Offer Amount (the “Asset Sale Repayment Amount”) shall concurrently be applied to repay any term Indebtedness outstanding under the Credit Agreement in accordance with the procedures set forth in requirements of the Indenture. To Credit Agreement; provided, however, that to the extent any Excess Proceeds remain after consumption of an that the Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) Repayment Amount exceeds the amount of Excess Proceedsterm Indebtedness then outstanding under the Credit Agreement at the time of repayment, such excess amount (after repayment in full of the term Indebtedness under the Credit Agreement) shall be added to the Asset Sale Offer Amount and offered to the holders of Notes and, to the extent required, the Trustee shall select holders of such Pari Passu Debt pursuant to the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, Offer as provided in the amount of Excess Proceeds will be reset at zeropreceding sentence. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Issuer ▇▇▇▇ Las Vegas prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of attached to the Notes.

Repurchase at Option of Holder. (a) If there is Within 30 days following the occurrence of a Change of Control, unless the Issuer will be required Issuers have previously or concurrently exercised their right to 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 each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase settlement (the “Change of Control PaymentSettlement 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 Issuer will 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 Issuer or a Restricted Subsidiary consummates any 361st day after an Asset SalesSale, within 30 days of each date on which if the aggregate amount of Excess Proceeds then exceeds $10.0 25.0 million, the Issuer will Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 3.09 of the First Supplemental Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes (on a pro rata basis with any other and such Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) 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 interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date of purchase 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 If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such remaining Excess Proceeds for any 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 thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) 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. Upon basis (with such adjustments as may be deemed appropriate by the completion Trustee so that only Notes in denominations of each Asset Sale Offer$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 Excess Proceeds will be reset at zerotendered 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 Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will 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 each Holder’s 's Notes at a purchase price Purchase Price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to the date of purchase (repurchase, in accordance with the “Change of Control Payment”)procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuer will 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 On the Issuer 181st day after an Asset Sale or a such earlier date, if any, as the Board of Directors of the Company or of the relevant Restricted Subsidiary consummates any determines not to apply the Net Cash Proceeds relating to such Asset SalesSale as set forth in clause (3) of the first paragraph of Section 4.10 of the Indenture or on the date of consummation of an Excluded Sale (such date, within 30 days of each date on which a "Net Proceeds Offer Trigger Date"), the aggregate amount of Excess such Net Cash Proceeds exceeds $10.0 million(that have not been applied as set forth in clause (3) of the first paragraph of Section 4.10 of the Indenture on or before such Net Proceeds Offer Trigger Date in the case of any Asset Sale other than an Excluded Sale) (each, a "Net Proceeds Offer Amount") shall be applied by the Issuer will commence Company or such Restricted Subsidiary to make an offer to purchase (a "Net Proceeds Offer") on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (Holders, on a pro rata basis with any other Indebtedness basis, that is pari passu with amount of Notes equal to 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) that may be purchased out of the Excess Net Proceeds Offer Amount at an offer a price in cash in an amount equal to 100% of the principal amount thereof of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with Section 4.10 (c) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent any Excess Holders properly tender Notes in an amount exceeding the Net Proceeds remain after consumption of an Asset Sale OfferOffer Amount, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If tendered Notes will be purchased pro rata based on the aggregate principal amount amounts of Notes surrendered by holders thereof tendered (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, and the Trustee shall select the tendered Notes on a of tendering Holders pro rata basis. Upon the completion of each Asset Sale Offer, based on the amount of Excess Notes tendered). A Net Proceeds will Offer shall remain open for a period of 20 business days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased required by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteslaw.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl occurs, the Issuer will Company shall be required to make an offer (a “Change of Control Offer”) Offer to each Holder of Notes, unless the Company have exercised its right to redeem all the Notes pursuant to Section 3.7 of the Indenture, to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at a purchase price an offer payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, if any, to the date of purchase (purchase. On or prior to the “Change of Control Payment”). Within date that is 30 days following any Change of Control, the Issuer will 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 Issuer Company or a Restricted Subsidiary consummates consummate any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will Company shall commence an offer Asset Sale Offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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 Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof (or accreted value, as applicable) of the Notes and such other pari passu Indebtedness in each case equal to $2,000 or an integral multiple of $1,000 in excess thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase purchase, and shall be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption the consummation of an Asset Sale Offer, the Issuer Company or any of its Restricted Subsidiaries may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such and other pari passu Indebtedness tendered for payment or repurchase) in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Excess Proceeds shall select be allocated by the Company to the Notes and such other pari passu Indebtedness on a pro rata basisbasis (based upon the respective principal amounts (or accreted value, if applicable) of the Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer) and the portion of each Note to be purchased shall thereafter be determined by the Trustee on a pro rata basis among the Holders of such Notes with appropriate adjustments such that the Notes may only be purchased in integral multiples of $1,000. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from the Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each such Holder’s 's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Liquidated Damages, if any, thereon to the date of purchase (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 15 days following any Change of Control, the Issuer Company will, or will cause the Trustee to, 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 Issuer all or a Restricted Subsidiary consummates portion of the Net Cash Proceeds of any Asset SalesSale are not applied to prepay or repay permanently any Senior Indebtedness then outstanding as provided by the terms thereof (and to effect a corresponding commitment reduction in the event that the Senior Indebtedness prepaid or repaid is not a term loan) within 12 months of the closing of such Asset Sale, or if no such Senior Indebtedness is then outstanding, then the Company may within 30 days 12 months of each such Asset Sale invest in properties and assets that replace the property or assets that were the subject of the Asset Sale; or invest in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries existing on the date on which of the Indenture or in businesses reasonably related thereto. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds equals $10.0 million, 25.0 million or more the Issuer Company shall apply the Excess Proceeds to the repayment of the Notes and any Pari Passu Indebtedness required to be repurchased under the instrument governing such Pari Passu Indebtedness. The Company will commence be required to make an offer to all Holders of Notes (an “Asset Sale Offer”"ASSET SALE OFFER") pursuant to Paragraph 9(B) of Section 1.1 of in accordance with the First Supplemental provisions set forth in the Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) that may be purchased out of an amount (the "NOTE AMOUNT") equal to the product of such Excess Proceeds multiplied by a fraction, the A2-5 numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined in the Indenture) of all Notes tendered); and to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness, the Company shall make an offer to purchase or otherwise repay or repurchase or redeem Pari Passu Indebtedness (a "PARI PASSU OFFER") in an amount ("PARI PASSU DEBT AMOUNT") equal to the excess of the Excess Proceeds at an offer price over the Note Amount; PROVIDED that in cash in an amount equal to 100% of no event shall the Pari Passu Debt Amount exceed the principal amount thereof of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of purchase in accordance with the procedures set forth in the Indenture. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basisany premium required to be paid to repurchase such Pari Passu Indebtedness. Upon the completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer Company will be required to make an offer Offer to Purchase (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the Notes repurchased, if any, relevant record date to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase (the “foregoing, a Change of Control Payment”). Within 30 Offer shall be deemed to have been made if (i) within thirty (30) days following any a Change of Control, the Issuer will mail a notice Company commences an Offer to each Holder setting forth Purchase all outstanding Notes at the procedures governing Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer as required by will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (b) If the Issuer Company or a any of its Restricted Subsidiary Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sales, within 30 days of each date on which Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Issuer Company will commence make an offer Offer to all Holders of Notes Purchase (an “Asset Sale Offer”) pursuant to Paragraph 9(B) all Holders and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , in each case, equal to the maximum principal amount of Notes and such other Pari Passu Debt that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest to but excluding the date of purchase purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Indebtedness Pari Passu Debt tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (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 (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Issuer Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled titled “Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any (subject to the right of Holders of record on the Notes repurchasedrelevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer will 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 Issuer Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which when the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Issuer will Company or the applicable Restricted Subsidiary shall commence an offer pursuant to all Holders Section 3.09 of Notes the Indenture (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount all Holders of Notes (on a pro rata basis with any and all holders of other Senior Indebtedness that is pari passu with excluding the Notes 2011 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 assetsassets (such other Senior Indebtedness, the “Pari Passu Notes”) to purchase the maximum principal amount (or accreted value, as applicable) of Notes and such Pari Passu 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 (or accreted value, as applicable) thereof plus accrued and unpaid interest thereon and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in the IndentureIndenture and the instruments governing such Pari Passu Notes. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount (or accreted value, as applicable) of Notes and Pari Passu Notes tendered into such Asset Sale Offer surrendered by holders Holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Notes to be purchased on a pro rata basisbasis based on the aggregate principal amount (or accreted value, as applicable) of Notes and Pari Passu Notes tendered. Upon the completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds will shall be reset at to zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Liquidated Damages thereon, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 20 days following any Change of Control, the Issuer will 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 Issuer 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. 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, within 30 days Sales that are not applied or invested as provided in the first sentence of each date on which this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Issuer will commence Company shall be required to make an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assetsassets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds 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 Indenturethis Indenture and such other Indebtedness. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other Indebtedness tendered into such Asset Sale Offer surrendered by holders Holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to be purchased on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder shall have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 100,000 or an integral multiple thereofof $100,000) of each such Holder’s Notes (a “Change of Control Offer”) at a purchase price in cash equal to 101(x) 105% of the aggregate then outstanding principal amount thereof of the Notes, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to the Purchase Date if such Change of Control occurs prior to the Qualifying IPO or (y) 101% of the then outstanding principal amount of the Notes, plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the “Purchase Date if such Change of Control Payment”). Within 30 days following any Change occurs after the Qualifying IPO (subject to the right of ControlHolders of record on the relevant record date to receive interest to, but excluding, the Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the IndenturePurchase Date). (b) If the Issuer Company or a Restricted Subsidiary one of its Subsidiaries consummates any Asset Sales, within 30 days of each date on which they shall not be required to apply any Net Available Cash in accordance with the Indenture until the aggregate amount of Excess Proceeds Net Available Cash from all Asset Sales following the date the Notes are first issued exceeds $10.0 5.0 million. Thereafter, the Issuer will Company shall, after application of the additional aggregate $5.0 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 Paragraph 9(B) of Section 1.1 3.09 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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 to the date fixed for the closing of purchase such offer in accordance with the procedures set forth in the Indenture. To the extent any Excess Proceeds remain after consumption that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Net Available Cash, the Issuer Company (or such Subsidiary) may use such Excess Proceeds deficiency first to repay certain credit facilities or any other Senior Debt of the Company or any Guarantor or Debt of any Subsidiary of the Company that is not a Guarantor (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company), and only thereafter, for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders Holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess ProceedsNet Available Cash, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will Authority shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days 20 Business Days following any Change of Control, the Issuer will mail Authority shall deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Issuer Authority or a Restricted Subsidiary consummates any Asset Sales, within 30 days five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Issuer Authority will commence make an offer to all Holders repurchase the Notes, together with any senior Indebtedness ranking pari passu in right of payment with the Notes and containing similar provisions requiring the Authority to make an offer to purchase such pari passu senior Indebtedness with the proceeds from such Asset Sale, pursuant to a cash offer (subject only to conditions required by applicable law, if any), pro rata in proportion to the respective principal amounts of such pari passu senior Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) and the Notes (an the “Asset Sale Offer”) pursuant to Paragraph 9(B) at a purchase price of Section 1.1 100% of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth or accreted value in the Indenture case of Indebtedness issued with respect to offers to purchase or redeem with an original issue discount) (the proceeds of sales of assets) that may be purchased out of the Excess Proceeds at an “Asset Sale Offer Price”). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase and will be payable in cash, in accordance with the procedures set forth in the IndentureIndenture and such other pari passu senior Indebtedness. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Authority may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu senior Indebtedness tendered into such Asset Sale Offer surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu senior Indebtedness (to the extent that such other senior Indebtedness permits such selection) to be purchased on a pro rata basis. Upon the completion of each such Asset Sale Offer, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Within 30 days following the occurrence of a Change of Control, unless the Issuer will be required Issuers have previously or concurrently exercised their right to 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 each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase settlement (the “Change of Control PaymentSettlement 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 Issuer will 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 Issuer or a Restricted Subsidiary consummates any 361st day after an Asset SalesSale, within 30 days of each date on which if the aggregate amount of Excess Proceeds then exceeds $10.0 20.0 million, the Issuer will Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 3.09 of the First Supplemental Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes (on a pro rata basis with any other and such Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) 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 thereon to the date of purchase settlement, 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 If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such remaining Excess Proceeds for any 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 thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) 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. Upon basis (with such adjustments as may be deemed appropriate by the completion Trustee so that only Notes in denominations of each Asset Sale Offer$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 Excess Proceeds will be reset at zerotendered 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 Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will 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 each Holder’s 's Notes at a purchase price Purchase Price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase (repurchase, in accordance with the “Change of Control Payment”)procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuer will Company shall send by first-class mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. . On the 366th day after an Asset Sale (b) If the Issuer or a Restricted Subsidiary consummates any Asset Sales"Net Proceeds Offer Trigger Date"), within 30 days of each date on which the such aggregate amount of Excess Net Cash Proceeds exceeds $10.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (1), (2) or (3) of paragraph (B) or as permitted by paragraph (E) of Section 4.10 of the Issuer will commence Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company to make an offer to purchase (the "Net Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date (except to the extent a longer period is required by applicable law), from all Holders on a pro rata basis, that amount of Notes (equal to the Net Proceeds Offer Amount; provided, however, to the extent that such Excess Proceeds relate to an “Asset Sale Offer”) pursuant of assets or property that did not constitute Collateral at the time of such Asset Sale, the Net Proceeds Offer shall be for Notes and any other pari passu Indebtedness outstanding containing similar provisions requiring an offer to Paragraph 9(B) purchase such Indebtedness with the proceeds of Section 1.1 sales of the First Supplemental Indenture assets to purchase the maximum principal amount of Notes (on a pro rata basis with any and such 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) Indebtedness that may be purchased out of such Excess Proceeds. The offer price in any Net Proceeds Offer will be equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the Net Proceeds Offer Payment Date. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required above). Any Net Loss Proceeds from an Event of Loss with respect to Collateral with a fair market value in excess of $5.0 million that are not applied or invested as provided in the first sentence of paragraph (a) of Section 4.19 of the Indenture or that were not designated for investment in Subject Property in respect of a project that shall have been commenced, and for which binding contractual commitments shall have been entered into, on or prior to the 366th day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be deemed to constitute "Excess Loss Proceeds." In accordance with the provisions of the Indenture, Excess Loss Proceeds shall be applied by the Company to make an offer to purchase (a "Loss Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Loss Proceeds Offer Trigger Date (except to the extent a longer period is required by applicable law), from all Holders on a pro rata basis, that amount of Notes equal to the Loss Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount thereof of Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date Loss Proceeds Offer Payment Date. Each Loss Proceeds Offer will be mailed to the record Holders as shown on the register of purchase in accordance Holders within 25 days following the Loss Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Loss Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent any Excess Holders properly tender Notes in an amount exceeding the Loss Proceeds remain after consumption of an Asset Sale OfferOffer Amount, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If tendered Notes will be purchased on a pro rata basis based on the aggregate principal amount amounts of Notes surrendered by holders thereof tendered (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis. Upon the completion of each Asset Sale Offer, basis based on the amount of Excess Notes tendered). A Loss Proceeds will Offer shall remain open for a period of 20 Business Days or such longer period as may be reset required by law. The Company may defer the Loss Proceeds Offer until there is an aggregate unutilized Loss Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Events of Loss (at zero. Holders which time, the entire unutilized Loss Proceeds Offer Amount, and not just the amount in excess of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes$5.0 million, shall be applied as required above).

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will 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 each Holder’s 's Notes at a purchase price Purchase Price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to the date of purchase (repurchase, in accordance with the “Change of Control Payment”)procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuer will 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 On the Issuer 366th day after an Asset Sale or a such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary consummates any determines not to apply the Net Cash Proceeds relating to such Asset SalesSale as set forth in clauses (3)(a), within 30 days (3)(b) and (3)(c) of each date on which paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Excess Net Cash Proceeds exceeds $10.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Issuer will commence Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of and, on a Purchase Date not less than 30 nor more than 45 days following the First Supplemental Indenture to purchase the maximum principal applicable Net Proceeds Offer Trigger Date, from all Holders pro rata, that amount of Notes (on a pro rata basis with any 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) 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 purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance purchase. (c) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent any Excess Holders properly tender Notes in an amount exceeding the Net Proceeds remain after consumption of an Asset Sale OfferOffer Amount, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If tendered Notes will be purchased pro rata based on the aggregate principal amount amounts of Notes surrendered by holders thereof tendered (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, and the Trustee shall select the tendered Notes on a of tendering Holders pro rata basis. Upon the completion of each Asset Sale Offer, based on the amount of Excess Notes tendered). A Net Proceeds will Offer shall remain open for a period of 20 business days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased required by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteslaw.

Repurchase at Option of Holder. (a) If there is The Company must commence, within 30 days of the occurrence of a Change of Control, and, within 90 days of the Issuer will be required to make an offer (occurrence of a “Change of Control Offer”) Control, consummate an Offer to repurchase Purchase for all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount thereof of the Notes, plus accrued and unpaid interest on the Notes repurchased, (if any, ) to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer will 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 Issuer 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 consummates Indebtedness or Secured Indebtedness owing to a Person other than the Company or any Asset Salesof 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 30 days 6 months after the date of each date on which 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 Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any 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 $10.0 25.0 million, the Issuer will commence Company 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 (other Pari Passu Indebtedness to the extent required by the terms thereof) on a pro rata basis an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum aggregate principal amount of Notes (on a pro rata basis with any and other Indebtedness that is pari passu with the Notes containing provisions similar such Pari Passu Indebtedness) equal to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the Excess Proceeds 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 (if any) to the date of purchase in accordance with the procedures set forth in the IndenturePayment Date. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale OfferOffer to Purchase, the Issuer Company or any of its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Pari Passu Indebtedness tendered for payment or repurchase) into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee Notes and such other Pari Passu Indebtedness to be purchased shall select the Notes be selected on a pro rata basisbasis based on the principal amount of Notes and such other Pari Passu Indebtedness tendered. Upon the completion of each Asset Sale OfferOffer to Purchase, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedinterest, if any, and Liquidated Damages thereon to the date of purchase repurchase (the “"Change of Control Payment”"). Within 30 10 days following any Change of Control, the Issuer will Company shall mail a notice to each Holder setting forth the procedures governing stating: (1) that the Change of Control Offer as is being made pursuant to Section 4.15 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required by to surrender the IndentureNotes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment A1-4 91 Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. (b) If the Issuer Company or a Restricted Subsidiary consummates any Asset Sales, within 30 five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Issuer will Company shall commence an offer to all Holders of Notes and, to the extent required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness (an “as "Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 3.09 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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 purchase such offer, in accordance with the procedures set forth in the IndentureIndenture or such Pari Passu Indebtedness as applicable. To the extent any Excess Proceeds remain after consumption that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Issuer Company may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and any Pari Passu Indebtedness surrendered by holders Holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be repurchased on a pro rata basis. Upon the completion of each Asset Sale Offersuch offer to repurchase, the amount of Excess Proceeds will shall be reset at zero. Holders If the aggregate principal amount of Notes that are and any Pari Passu Indebtedness surrendered by Holders thereof exceeds the subject amount of an Excess Proceeds, the Trustee shall select the Notes to be repurchased on a pro rata basis. Upon completion of such offer to purchase will receive an Asset Sale Offer from repurchase, the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Liquidated Damages thereon, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Issuer Company will notify the Trustee thereof and 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 365 days after the Issuer receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to repay or purchase Applicable Indebtedness (and, in the case of revolving loans and other similar obligations, permanently reduce the commitment thereunder), or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in businesses of the Company or its Restricted Subsidiary consummates Subsidiaries, as the case may be, existing on the Issue Date or in businesses the same, similar or reasonably related thereto; provided, that, to the extent that such Net Cash Proceeds represent proceeds of Collateral, (A) none of such properties and assets obtained shall consist of Excluded Assets and (B) such properties and assets obtained shall be expressly made subject to a first priority Lien (subject to Permitted Liens) with respect to the Notes. If any Asset Salessuch legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 30 90 days of each date on which such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by the Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Issuer will commence Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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 basis, in accordance with the procedures set forth in the Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. To the extent any that the aggregate principal amount of Notes tendered pursuant to such offer is less than the Excess Proceeds remain after consumption of an Asset Sale OfferProceeds, the Issuer Company may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered validly tendered and not withdrawn by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basis. Upon the completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds will be reset at to zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer will be required to 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 each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any a Change of Control, the Issuer will 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 Issuer or a Restricted Subsidiary consummates any 366th day after an Asset SalesSale, within 30 days of each date on which if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will Company shall commence an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 3.09 of the First Supplemental Indenture 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 with the proceeds from any Asset Sale ("Pari Passu Notes"), to purchase the maximum principal amount of Notes (on a pro rata basis with and any other Indebtedness that is pari passu with such Pari Passu Notes to which 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) Asset Sale Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes and such Pari Passu Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase purchase, in accordance with the procedures set forth in the IndentureIndenture or agreements governing the Pair Passu Notes, as applicable. To the extent any Excess Proceeds remain after consumption that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the amount the Company is required to repurchase, the Issuer Company may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) 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 basis. Upon basis (with such adjustments as may be deemed appropriate by the completion Trustee so that only Notes in denominations of each Asset Sale Offer$1,000, or integral multiples thereof, shall be purchased) on the basis of the aggregate principal amount of Excess Proceeds will be reset at zerotendered 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 Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change Upon the occurr▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, each Holder of Control, Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedinterest, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Issuer Company will notify the Trustee thereof and 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 365 days after the Issuer receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to repay or purchase Applicable Indebtedness (and, in the case of revolving loans and other similar obligations, permanently reduce the commitment thereunder), or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in businesses of the Company or its Restricted Subsidiary consummates Subsidiaries, as the case may be, existing on the Issue Date or in businesses the same, similar or reasonably related thereto; provided, that, to the extent that such Net Cash Proceeds represent proceeds of Collateral, (A) none of such properties and assets obtained shall consist of Excluded Assets and (B) such properties and assets obtained shall be expressly made subject to a first priority Lien (subject to Permitted Liens) with respect to the Notes. If any Asset Salessuch legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 30 90 days of each date on which such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by the Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Issuer will commence Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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 basis, in accordance with the procedures set forth in the Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. To the extent any that the aggregate principal amount of Notes tendered pursuant to such offer is less than the Excess Proceeds remain after consumption of an Asset Sale OfferProceeds, the Issuer Company may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered validly tendered and not withdrawn by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basis. Upon the completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds will be reset at to zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the Issuer will be required right to make an offer (a “Change of Control Offer”) require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder’s 's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Liquidated Damages, if any, thereon to the date of purchase repurchase (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Issuer Company will (or will cause the Trustee to) 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 Within 365 days after the Issuer receipt of any Net Proceeds from an Asset Sale, the Company or Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its option (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or repurchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be, provided that, if the Company shall so repay or purchase Pari Passu Indebtedness of the A1-R-2 Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary consummates or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, within 30 days Sales that are not applied or invested as provided in the first sentence of each date on which this paragraph will be deemed to constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer Company will commence be required to make an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) 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, if any, thereon to the date of purchase purchase, in accordance with the procedures set forth in the Indenture. To the extent that any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders Holders thereof (together in connection with such other pari passu Indebtedness tendered for payment or repurchase) an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basisto be purchased as set forth in Sections 3.02 and 3.03 of the Indenture. Upon the completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer will be required to 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 each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any a Change of Control, the Issuer will 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 Issuer or a Restricted Subsidiary consummates any 366th day after an Asset SalesSale, within 30 days of each date on which if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will Company shall commence an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Paragraph 9(B) of Section 1.1 3.09 of the First Supplemental Indenture 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 with the proceeds from any Asset Sale ("Pari Passu Notes"), to purchase the maximum principal amount of Notes (on a pro rata basis with and any other Indebtedness that is pari passu with such Pair Passu Notes to which 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) Asset Sale Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes and such Pari Passu Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase purchase, in accordance with the procedures set forth in the IndentureIndenture or agreements governing the Pair Passu Notes, as applicable. To the extent any Excess Proceeds remain after consumption that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the amount the Company is required to repurchase, the Issuer Company may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) 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 basis. Upon basis (with such adjustments as may be deemed appropriate by the completion Trustee so that only Notes in denominations of each Asset Sale Offer$1,000, or integral multiples thereof, shall be purchased) on the basis of the aggregate principal amount of Excess Proceeds will be reset at zerotendered 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 Issuer Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer Company will be required to make an offer Offer to Purchase (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date of purchase to receive interest due on an interest payment date falling on or prior to the Purchase Date) (the “Change of Control Payment”). Within For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following any a Change of Control, the Issuer will mail a notice Company commences an Offer to each Holder setting forth Purchase all outstanding Notes at the procedures governing Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer as required by will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (b) If Tembec Inc. or any of its Restricted Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the Issuer or a Restricted Subsidiary consummates third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sales, within 30 days of each date on which Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, within thirty days thereof, the Issuer Company will commence make an offer Offer to all Holders of Notes Purchase (an “Asset Sale Offer”) pursuant to Paragraph 9(B) all Holders and all holders of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) , in each case, equal to the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereof of the Notes purchased, plus accrued and unpaid interest interest, and Additional Interest, if any, to but excluding the date of purchase purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent If any Excess Proceeds remain after consumption consummation of an Asset Sale Offer, the Issuer Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with and such other pari passu Pari Passu Indebtedness tendered for payment or repurchase) into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other Pari Passu Indebtedness to be purchased on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (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 (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Issuer Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled titled “Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuer will be required to Issuers shall make an offer (a “to each Holder of Notes to repurchase on the Change of Control Offer”) to repurchase Payment Date all or any part of such Holder’s Notes (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to the date of repurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Holders of Notes that are subject to an offer to purchase will receive a Change of Control Offer from the Issuers prior to any related Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder To Elect Purchase” appearing below. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described above, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to but excluding the date of purchase (redemption. When the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer 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 Issuer or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate cumulative amount of Excess Proceeds exceeds $10.0 35.0 million, the Issuer will commence Issuers shall make an offer to all Holders of the Notes (an “Asset Sale Excess Proceeds Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any 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) that may be purchased out of the such Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus thereof, together with accrued and unpaid interest to the date fixed for the closing of purchase such offer in accordance with the procedures set forth in the Indenture. To the extent any Excess Proceeds remain after consumption Cedar Fair or a Restricted Subsidiary is required under the terms of an Asset Sale OfferIndebtedness of Cedar Fair or such Restricted Subsidiary (other than Subordinated Indebtedness), the Issuer may use Issuers shall also make a pro rata offer to the holders of such Excess Proceeds for any purpose not otherwise prohibited by Indebtedness (including the IndentureNotes) with such proceeds. If any Issuer notifies the Trustee in writing that the aggregate principal amount of Notes and other parity Indebtedness surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisbasis or otherwise in accordance with the applicable procedures of the Depositary. To the extent that the principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes in compliance with the provisions of the Indenture. Upon the completion of each Asset Sale an Excess Proceeds Offer, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of to an offer to purchase will receive an Asset Sale Excess Proceeds Offer from the Issuer Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to To Elect Purchase” on the reverse of the Notesattached hereto.

Repurchase at Option of Holder. (a) If there is a Change of Controlon December 31, 2000 (the “Repurchase Date”), the Issuer will be required to make an offer Market Price (a as defined herein) does not equal or exceed 150 % of the Purchase Price, the Holder shall have the right (the “Change of Control OfferPut Right”) to repurchase require the Company to purchase all or any part (equal a portion of this Warrant relating to $1,000 or an integral multiple thereof) that number of each Holder’s Notes at a purchase price equal Shares which the Holder is relinquishing its right to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase (the “Change of Control PaymentRelinquished Shares”). Within 30 days following any Change of Control, the Issuer will mail for a notice price equal to each Holder setting forth the procedures governing the Change of Control Offer as required $0.50 (fifty cents) multiplied by the Indenturenumber of Relinquished Shares. The Put Right must be exercised by a written notice from the Holder to the Company within ten (10) days of the Repurchase Date and the Company shall pay to the Holder the amounts owing hereunder within ten (10) days of receipt of such notice, this Warrant and such other documentation as the Company may reasonably require. (b) If The Put Right shall not be exercisable by the Issuer Holder if, during any twenty consecutive trading days between the issuance of this Warrant and the Repurchase Date, the Market Price shall be equal to or a Restricted Subsidiary consummates greater than $3.00 per share. (c) The “Market Price” per share on any Asset Salesdate shall be deemed to be the daily closing price per share. The closing price per Share for each day shall be the last reported sales price regular way or, within 30 days in case no such sale takes place on such day, the average of each date the closing bid and asked prices regular way, in either case on the American Stock Exchange, or, if the Common Stock is not listed or admitted to trading on the American Stock Exchange, on the principal national securities exchange on which the aggregate amount of Excess Proceeds exceeds $10.0 millionCommon Stock is listed or admitted to trading, or if it is not listed or admitted to trading on any national securities exchange or no such quotations are available, the Issuer will commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 last reported sale price, or if not so reported, the average of the First Supplemental Indenture closing bid and asked prices as furnished by any New York Stock Exchange member firm selected from time to purchase time by the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness Company for that is pari passu with purpose, or, if no such quotations are available, the Notes containing provisions similar to those set forth fair market value as determined in good faith in the Indenture with respect to offers to purchase or redeem with exercise of their reasonable business judgment by the proceeds Board of sales of assets) that may be purchased out Directors 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 Indenture. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesCompany.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuer will be required to make an offer repurchase such Holder's Secured Notes in whole or in part (a “the "Change of Control Offer”") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest on the Notes repurchasedthereon, if any, and Special Interest, if any, and Additional Amounts, if any, to the date of purchase (the “Change of Control Payment”)Payment Date on the terms described in this Indenture. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if (a) the ratings assigned to the Secured Notes by ▇▇▇▇▇'▇ and S&P prior to the announcement are not downgraded or placed on a negative credit watch by either such rating agency as a result thereof and (b) no Default has occurred and is continuing. Within 30 days following any Change of Control, the Issuer will mail Company shall send, or cause to be sent, by first class mail, postage prepaid, a notice to each Holder setting forth the procedures governing regarding the Change of Control Offer as required to each Holder of Secured Notes. The Holder of this Secured Note may elect to have this Secured Note or a portion hereof in an authorized denomination purchased by completing the Indentureform entitled "Option of Holder to Require Purchase" appearing below and tendering this Secured Note pursuant to the Change of Control Offer. Unless the Issuer defaults in the payment of the Change of Control Payment with respect thereto, all Secured Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest (and Additional Amounts, if any, and Special Interest, if any) from and after the Change of Control Purchase Date. (b) If If, as of the Issuer or a Restricted Subsidiary consummates first day of any Asset Salescalendar month, within 30 days of each date on which the aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds exceeds 10% of consolidated total assets of the Company, and if the excess aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds not theretofore subject to an Excess Proceeds Offer (the "Excess Proceeds Offer Amount"), totals as least $10.0 million, the Issuer must, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to purchase from the Holders pursuant to and subject to the conditions contained in the Indenture on a pro rata basis an aggregate principal amount of Secured Notes equal to such excess aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds available on such first day of the month, at a purchase price equal to 100% of their principal amount, plus, in each case, any accrued interest (including Additional Amounts and Special Interest, if any) to the date of purchase. The Company is also required, not later than the fifteenth Business Day of such month, to make an offer to purchase 12 1/4% Senior Notes due 2006 (the "New Senior Notes") at a purchase price equal to 100% of their principal amount, plus any accrued interest (including "special interest") to the date of purchase. The Excess Proceeds Offer Amount will be allocated on a pro rata basis between the Issuer for its Excess Proceeds Offer to Holders of the Secured Notes and the Company for its "Excess Proceeds Offer" to the Holders of the New Senior Notes. The Company will prepay the Issuer Loans on a pro rata basis, or make loans constituting Subordinated Obligations to the Issuer, to permit the Issuer to purchase any Secured Notes validly tendered pursuant to an Excess Proceeds Offer. Any amounts remaining after all Secured Notes validly tendered are purchased shall no longer constitute Sale Excess Proceeds or Loss Excess Proceeds. Within 30 days of the date the excess amount of Sale Excess Proceeds and Loss Excess Proceeds in excess of 10% of consolidated total assets of the Company exceeds $10.0 million, the Issuer will commence an offer shall send, or cause to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on be sent, by first class mail, postage prepaid, a pro rata basis with any 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) that may be purchased out of notice regarding the Excess Proceeds at an offer price in cash in an amount equal Offer 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 Indenture. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.each

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuer will Issuers shall be required to make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s 's Notes at a purchase price Purchase Price equal to 101% of the aggregate principal amount thereof plus PLUS accrued and unpaid interest on the Notes repurchasedand Additional Interest, if any, to the date of purchase (repurchase, in accordance with the “Change of Control Payment”)procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuer will Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Except as otherwise provided in the Issuer or Indenture, on the 366th day after an Asset Sale (a Restricted Subsidiary consummates any Asset Sales"NET PROCEEDS OFFER TRIGGER DATE"), within 30 days of each date on which the such aggregate amount of Excess Net Cash Proceeds exceeds $10.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Issuer will commence Indenture (each, a "NET PROCEEDS OFFER AMOUNT") shall be applied by Holdings or such Restricted Subsidiary to allow the Issuers to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent required by the terms of Notes (such Pari Passu Indebtedness, an “Asset Sale Offer”) pursuant to Paragraph 9(B) of Section 1.1 of the First Supplemental Indenture offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the maximum principal applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar and Pari Passu Indebtedness) to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent any Excess Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds remain after consumption of an Asset Sale OfferOffer Amount, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis based on the aggregate principal amount amounts of Notes surrendered by holders thereof (together with such other pari passu and Pari Passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis. Upon the completion of each Asset Sale Offer, PRO RATA basis based on the amount of Excess Notes tendered). A Net Proceeds will Offer shall remain open for a period of 20 business days or such longer period as may be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased required by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Noteslaw.