Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder of Notes will have the right to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the Partnership shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. Subject (1) Within 30 days following any Change of Control Triggering Event, the Company shall give notice to the additional terms Trustee and conditions set forth in each Holder describing the Indenture: If there is a transaction or transactions that constitute the Change of Control, each Holder of Notes will have the right Control Triggering Event and shall make an offer to require the Partnership all Holders to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Holders’ Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus accrued and unpaid interest thereon, if any, on the Notes repurchased to (but excluding) the purchase date of purchase. Within 30 days following any Change of Control, the Partnership shall mail a notice to each Holder setting forth in accordance with the procedures governing the Change of Control Offer as required by the Indenture set forth in Sections 3.09 and information regarding such other matters as is required under Section 5.06 4.18 of the Indenture. The Holder of this Note may elect to have this Note . (2) If the Company or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Partnership consummates Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 million. Thereafter, the Company shall commence an Asset Sale, in certain circumstances specified in Section 5.07 of Sale Offer by applying the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) Excess Proceeds pursuant to Section 4.09 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest thereoninterest, if any, to (but excluding) the date of purchase Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders basis (subject to Notes being in denominations of Notes that are the subject $1,000 or integral multiples of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes$1,000 in excess thereof).

Repurchase at Option of Holder. Subject to (a) Within 30 days following the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder the Company shall make an offer (a “Change of Notes will have the right to require the Partnership Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, the Partnership 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 the Indenture and information regarding such other matters as is required under Section 5.06 4.15 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing . (b) On the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates 361st day after an Asset Sale, in certain circumstances specified in Section 5.07 if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Indenture the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 3.09 of the Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest thereonand Additional Interest, if any, 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 Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the 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 or lenders, collectively, exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. Subject to (a) Within 30 days following the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder the Company shall make an offer (a “Change of Notes will have the right to require the Partnership Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of such each Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, the Partnership 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 the Indenture and information regarding such other matters as is required under Section 5.06 4.15 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing . (b) On the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates 366th day after an Asset SaleSale (or, in certain circumstances specified in Section 5.07 at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Indenture the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 3.09 of the Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest thereonand Additional Interest, if any, 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 date of settlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the 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 tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder the Company shall be required to make an offer (a "Change of Notes will have the right to require the Partnership Control Offer'') to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the "Change of Control Payment"). Within 30 days following any Change of Control, the Partnership Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 of Indenture. (b) If the Indenture. The Holder of this Note may elect to have this Note Company or a portion hereof Subsidiary consummates any Asset Dispositions, when the aggregate amount of Net Available Cash remaining after application in an authorized denomination purchased by completing accordance with the form entitled “Option provisions of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 4.11 of the Indenture exceeds $10 million, the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “"Asset Sale Offer”") pursuant to Section 4.09 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds balance of such 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 thereon, if any, to the date fixed for the closing of purchase such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Net Available Cash available, the Company (or such Subsidiary) must use such deficiency in the manner specified in Section 4.11 of the Indenture. If the aggregate principal amount of Notes surrendered tendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of NotesNet Available Cash available, the Trustee shall select the Notes to be purchased on a pro rata basisbasis based on the principal amount of the Notes tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. (c) If the Company or any Subsidiary consummates a Sale of the Texas Facilities, the Company must apply an amount equal to any Net Available Cash or Net Cash Proceeds, as applicable, from such transaction to offer to purchase outstanding Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, 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), according to the procedures set forth in Section 4.15 of the Indenture. If the aggregate principal amount of Notes tendered in such offer to repurchase exceeds the amount of any Net Available Cash or Net Cash Proceeds, as applicable, from such transaction, the Trustee shall select the Notes to be repurchased on a pro rata basis based upon the principal amount of Notes tendered.

Repurchase at Option of Holder. Subject to (a) No later than 30 days following the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Partnership 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 $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of such each Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following any a Change of Control, unless the Partnership 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 the Indenture and information regarding such other matters as is required under Section 5.06 4.15 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing . (b) On the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates 361st day after an Asset Sale, in certain circumstances specified in Section 5.07 if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Indenture the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 3.09 of the Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest thereonand Additional Interest, if any, 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. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the 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 or lenders, collectively, exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of ControlControl occurs, unless the Company at such time has given notice of redemption pursuant to Paragraph (5) hereof with respect to all outstanding Notes, each Holder of Notes will have the right to require the Partnership Holdings to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such that Holder’s 14.09% Senior PIK Notes (the “pursuant to a Change of Control Offer”) Offer at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. Within 30 days following any Change of ControlControl unless the Company at such time has given notice of redemption pursuant to Paragraph (5) hereof with respect to all outstanding Notes, the Partnership shall Holdings will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is Indenture. (b) Upon the occurrence of certain Asset Sales, the Company may be required under Section 5.06 to offer to purchase Notes. (c) Holders of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 10014.09% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Senior PIK Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from the Issuers Holdings prior to any related purchase date and may elect to have such 14.09% Senior PIK 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. Subject to (a) Within 30 days following the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Partnership 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 $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of such each Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, unless the Partnership 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 the Indenture and information regarding such other matters as is required under Section 5.06 4.15 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing . (b) On the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates 361st day after an Asset Sale, in certain circumstances specified in Section 5.07 if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Indenture the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 3.09 of the Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest thereonand Additional Interest, if any, 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. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the 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 or lenders, collectively, exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder the Company shall be required to make an offer (a "Change of Notes will have the right to require the Partnership Control Offer") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Partnership Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 of Indenture. (b) If the Indenture. The Holder of this Note may elect to have this Note Company or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary consummates any Asset Sales when the aggregate amount of Excess Proceeds exceeds $10 million, the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “as "Asset Sale Offer”") pursuant to Section 4.09 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of purchase such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder of Notes Note will have the right to require the Partnership Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Partnership Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and information regarding described in such other matters as is required under Section 5.06 notice. (b) When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $5.0 million, the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in Company shall commence an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note offer ("Asset Sale Offer") pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 4.10 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes Notes, and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture 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 plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase purchase, and shall be payable in cash, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the aggregate principal amount Company or the Restricted Subsidiary may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. Upon completion of Notes surrendered by Holders thereof exceeds each Asset Sale Offer, the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to will be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesreset at zero.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder the Company shall be required to make an offer (a "Change of Notes will have the right to require the Partnership Control Offer") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 10 business days following any Change of Control, the Partnership Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 of Indenture. (b) If the Indenture. The Holder of this Note may elect to have this Note Company or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or Subsidiary consummates any Restricted Subsidiary of the Partnership consummates an Asset Sale, in under certain circumstances specified as provided in Section 5.07 of the Indenture Indenture, the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “as "Asset Sale Offer”") pursuant to Section 4.09 1111 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase purchase, in accordance with the procedures set forth in the Indenture. To the extent that the amount of the Excess Proceeds exceeds the aggregate amount of Notes tendered pursuant to an Asset Sale Offer, the Company (or such Subsidiary) may use such excess for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes to be purchased on a pro rata PRO RATA basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: : (a) If there is a Change of Control, each Holder of Notes will have the right to require the Partnership Issuers to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the Partnership Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. . (b) If the Issuers or any Restricted Subsidiary of the Partnership Company consummates an Asset Sale, in certain circumstances specified in Section 5.07 4.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 3.10 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereoninterest, if any, thereon, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder of Notes will shall have the right to require the Partnership Issuers to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes pursuant to an offer described below (the a “Change of Control Offer”) at ). In the Change of Control Offer, the Issuers shall offer a purchase price payment in cash equal to 101100% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Partnership Issuers shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and information regarding described in such other matters as is required under Section 5.06 notice. (b) When the aggregate amount of the Indenture. The Holder of this Note may elect to have this Note Excess Proceeds from one or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an more Asset SaleSales exceeds $5.0 million, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata an offer pursuant to Section 3.10 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture 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 plus accrued and unpaid interest thereon, if any, to the date of purchase purchase, and shall be payable in accordance with cash. If any Excess Proceeds remain after an Asset Sale Offer, they shall cease to be “Excess Proceeds” and the procedures set forth in Partnership or the IndentureRestricted Subsidiary may use the Excess Proceeds for any purpose not otherwise prohibited by the Indenture or the Collateral Documents. If the aggregate principal amount of the Notes surrendered by Holders thereof tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are in the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse manner described in Section 3.02 of the NotesIndenture.

Repurchase at Option of Holder. Subject to (a) Upon the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder of Notes will have the right to require the Partnership Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof1,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase Offer”)at an offer price in cash equal to 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Partnership Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. . (b) If the Issuers or any a Restricted Subsidiary consummates any Asset Sales and the aggregate amount of Excess Proceeds exceeds $15,000,000, the Company shall commence an offer (i) to the extent the proceeds of the Partnership consummates an Asset SaleSale do not constitute Collateral, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes pursuant to the Indenture and all holders of other Pari Passu Indebtedness that is pari passu in right of payment with the Notes containing provisions substantially similar requirements with respect to those set forth the application of net proceeds from Asset Sales as are contained in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture to Offer”)to purchase the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds and (ii) to the extent the proceeds of the Asset Sale constitute Collateral, first to all holders of Second Lien Obligations, and second, to the extent any amounts remain, to holders of other Pari Passu Indebtedness containing provisions substantially similar requirements with respect to the application of net proceeds from Asset Sales as are contained in the Indenture,on a pro rata basis the maximum principal amount of Second Lien Obligations and Pari Passu Indebtedness, that is in a denomination of $2,000 or an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other such Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers or such Restricted Subsidiary, as the case may be, may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to this Note. (c) In the event that (1) (x) a performance default by the relevant contractor under a Construction Contract occurs; (y) any Construction Contract is terminated or cancelled; or (z) the option to purchase the first option tug under the Construction Contracts is not exercised by August 10, 2006 (or such later date as may be agreed by the relevant contractor); and (2) all Indebtedness under the Credit Agreement and any other First Lien Obligations have been repaid in full and all commitments thereunder have been permanently reduced); the Issuers shall, within 90 days of such occurrence, commence and consummate a Special Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the reverse amount that would have been required to be used to make payments under the relevant Construction Contract, but only to the extent not previously paid under such Construction Contract and to the extent not applied to repay First Lien Obligations. (d) The Issuers are, subject to certain conditions, obligated to make an Event of Loss Offer at 100% of the Notesprincipal amount, plus accrued and unpaid interest, Liquidated Damages, if any, and any other amounts due with certain Net Loss Proceeds received by the Issuers in connection with an Event of Loss.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in of the Indenture: If there is a Change , the Company shall become obligated to repurchase, at the option of Controlthe Holder, each Holder of Notes will have the right to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount portion of the Notes repurchased plus accrued and unpaid interest thereonheld by such Holder on any Option Purchase Date in integral multiples of $1,000, if any, to the date of purchase. Within 30 days following any Change of Control, the Partnership shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 less than all of the Indenture. The Holder of this Note may elect to have this Note or Notes are being redeemed, at a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price Purchase Price in cash in an amount equal to 100% of the principal amount thereof of the Note, plus accrued and unpaid interest thereonand Special Interest, if any, to the Option Purchase Date. To exercise such right, a Holder shall deliver to the Company an Option Purchase Notice containing the information set forth in the Indenture at any time from the opening of business on the date that is 20 Business Days prior to such Option Purchase Date until the close of purchase in accordance with business two Business Days prior to such Option Purchase Date, and shall deliver the procedures Notes to the Paying Agent as set forth in the Indenture. Holders have the right to withdraw any Option Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the aggregate principal amount Purchase Price of all Notes surrendered by Holders or portions thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer Option Purchase Date is deposited with the Paying Agent on the Option Purchase Date, interest ceases to purchase from the Issuers prior to any related purchase date and may elect to have accrue on such Notes purchased by completing or portions thereof immediately after such Option Purchase Date, and the form entitled “Option Holder thereof shall have no other rights as such other than the right to receive the Purchase Price upon surrender of Holder to Elect Purchase” on the reverse of the Notessuch Note.

Repurchase at Option of Holder. Subject to (a) Within 30 days following the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder the Company shall make an offer (a “Change of Notes will have the right to require the Partnership Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, the Partnership 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 the Indenture and information regarding such other matters as is required under Section 5.06 4.15 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing . (b) On the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates 361st day after an Asset Sale, in certain circumstances specified in Section 5.07 if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Indenture the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 3.09 of the Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest thereonand Additional Interest, if any, 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 Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the 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 or lenders, collectively, exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date and may elect Ex. 1 to App. - 7 to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. Subject to Upon the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder of Notes will have the right to require the Partnership Issuer to repurchase all such Holder's Secured Notes in whole or any in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes (the “"Change of Control Offer”") at a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount of the Notes repurchased thereof, plus accrued and unpaid interest thereon, if any (including Additional Interest, if any, and Special Amounts, if any), to the date Change of purchaseControl Payment Date on the terms described in the Indenture. Within 30 days following any Change of Control, the Partnership Issuer shall mail 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 by the Indenture and information regarding such other matters as is required under Section 5.06 to each Holder of the IndentureSecured 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 form entitled “"Option of Holder to Elect Require Purchase” " appearing below and tendering this Secured Note pursuant to the Change of Control Offer. If Unless the Issuers or any Restricted Subsidiary Issuer defaults in the payment of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 Change of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture Control Payment with respect to offers to purchase thereto, all Secured Notes or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) portions thereof accepted for payment pursuant to Section 4.09 the Change of the Indenture Control Offer will cease to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid accrue interest thereon(including Additional Amounts, if any, to and Special Interest, if any), from and after the date Change of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesControl Purchase Date.

Repurchase at Option of Holder. Subject to (a) Upon the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Partnership Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such Holder’s 's Notes (the “Change of Control Offer”a "CHANGE OF CONTROL OFFER") at a purchase price price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus accrued and unpaid interest thereonand Additional Interest, if any, on the Notes repurchased to the purchase date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest to, but excluding, the Purchase Date). (b) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.12 of the Indenture will constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $7.5 million, the Company will make an offer to all Holders of Notes to purchase the maximum principal amount of Notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds (an "ASSET SALE OFFER"). The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. Within 30 days following If any Change of Control, the Partnership shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 Excess Proceeds remain after consummation of the Indenture. The Holder purchase of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below all properly tendered and tendering this Note not withdrawn Notes pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of , the Indenture to purchase the maximum principal amount of Notes and Company may use such other pari passu Indebtedness that may be purchased out of the remaining Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered for any purpose not otherwise prohibited by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.the

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of ControlControl occurs, each Holder unless (i) a third party makes a Change of Control Offer or (ii) the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes will have the right to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 as described in excess thereofSection 8(b) of such Holder’s this Note, the Issuer will make an offer to purchase all of the Notes provided that Notes of €100,000 or less in principal amount may only be redeemed in whole and not in part) pursuant to the offer described in Section 4.13(b) of the Indenture (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interest thereonand Additional Amounts, if any, to but excluding the date of purchaserepurchase; provided that if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date. Within 30 60 days following any Change of Control, the Partnership shall mail Issuer will deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of the Relevant Clearing System or by first-class mail, with a copy to the Trustee, to each Holder setting forth of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of the Relevant Clearing System, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures governing required by the Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described in Section 4.13 of the Indenture. (b) The Issuer will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the Change of Control Offer as required by in the Indenture manner, at the times and information regarding such other matters as is required under Section 5.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof otherwise in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment compliance with the Notes containing provisions similar to those requirements set forth in the Indenture with respect applicable to offers a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption of all outstanding Notes has been given pursuant to the Indenture as described under Section 5 of this Note, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control. (c) The amount of any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.09(a) of the Indenture will be deemed to constitute “Excess Proceeds”. In the event of an Asset Disposition that requires the purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) Notes pursuant to Section 4.09 4.09(c) of the Indenture, the Issuer will be required to commence an Asset Disposition Offer pursuant to Section 3.08 and Section 4.09(c) of the Indenture to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes (and if required or permitted by the terms of any other Pari Passu Indebtedness, to the holders or lenders of such other pari passu Indebtedness Pari Passu Indebtedness) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an the offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder of Notes will have the right Enterprise shall be required to require the Partnership make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 20 days following any Change of Control, the Enterprise shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10.0 million, the Enterprise shall commence an offer ("ASSET SALE OFFER") pursuant to Section 4.10 of the Indenture to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase. Within 30 days following any Change of Control, the Partnership and shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof be payable in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Salecash, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the aggregate principal amount Enterprise or the Restricted Subsidiary may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. Upon completion of Notes surrendered by Holders thereof exceeds each Asset Sale Offer, the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to will be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesreset at zero.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of ControlControl occurs, each Holder of Notes will have the right to require the Partnership Issuer to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 's Notes pursuant to an offer by the Issuer (the “a "Change of Control Offer”") at an offer price (a purchase price "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase; PROVIDED, HOWEVER, that notwithstanding the occurrence of a Change of Control, the Issuer will not be obligated to offer to purchase or purchase the Notes pursuant to Section 4.14 of the Indenture if, prior to the time that the Issuer would be required to offer to purchase the Notes as a result of such Change of Control, the Issuer has mailed the requisite irrevocable notice to redeem all the outstanding Notes pursuant to Section 3.03 of the Indenture and redeems all the Notes in accordance with such notice. Within 30 days following any Change of Control, the Partnership shall Issuer will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on 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 Indenture and information regarding described in such other matters as is required under Section 5.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in notice. (b) Upon certain circumstances specified in Section 5.07 of the Indenture Indenture, the Issuers shall commence a pro rata offer Issuer may be required to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with repurchase the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “any Asset Sale Offer”) pursuant to Section 4.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesSale.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of ControlControl occurs, unless the Issuer at such time has given notice of redemption pursuant to Paragraph (5) hereof with respect to all outstanding Notes, each Holder of Notes will have the right to require the Partnership Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s that ▇▇▇▇▇▇'s Notes (the “pursuant to a Change of Control Offer”) Offer at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. Within 30 days following any Change of ControlControl unless the Issuer at such time has given notice of redemption pursuant to Paragraph (5) hereof with respect to all outstanding Notes, the Partnership shall mail Issuer will deliver a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is Indenture. (b) Upon the occurrence of certain Asset Sales, the Issuer may be required under Section 5.06 to offer to purchase Notes. (c) Holders of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive notice of a Net Proceeds Offer or the Change of Control Offer, as applicable, pursuant to an Asset Sale or a Change of Control from the Issuers Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “titled "Option of Holder to Elect Purchase” on the reverse of the Notes" attached hereto.

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder the Company shall be required to make an offer (a "Change of Notes will have the right to require the Partnership Control Offer") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes (the “Change of Control Offer”) at a purchase price equal to 101101.0% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase, which date shall be no fewer than 30 and no more than 60 days from the date such notice is mailed (the "Change of Control Payment"). Within 30 days following any Change of Control, the Partnership Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters Indenture. Such right to require the repurchase of Notes shall not continue after discharge of the Company from its obligations with respect to the Notes. The Company's board of directors may not waive this provision. (b) As soon as is required practical, but in no event later than 10 business days after any date (an "Asset Sale Trigger Date") that the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall commence an Offer (as described under Section 5.06 4.10 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer Offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase in accordance with purchase. To the procedures set forth in extent that any Excess Proceeds remain after completion of an Offer, the IndentureCompany may use the remaining amount for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.are

Repurchase at Option of Holder. Subject to (a) No later than 30 days following the additional terms and conditions set forth in the Indenture: If there is occurrence of a Change of Control, each Holder of Notes will unless the Issuers have the previously or concurrently exercised their right to require redeem all of the Partnership 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 $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of such each Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased repurchased, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following any a Change of Control, unless the Partnership 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 the Indenture and information regarding such other matters as is required under Section 5.06 4.15 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing . (b) On the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary of the Partnership consummates 361st day after an Asset Sale, in certain circumstances specified in Section 5.07 if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Indenture the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.09 3.09 of the Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest thereonand Additional Interest, if any, 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. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the 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 or lenders, collectively, exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis. Holders basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Notes that are the subject $2,000, or integral multiples of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option $1,000 in excess of Holder to Elect Purchase” $2,000, shall be purchased) on the reverse basis of the Notes.aggregate principal amount of tendered Notes and Pari Passu

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) If there is a Change of Control, each Holder the Company shall be required to make an offer (a "Change of Notes will have the right to require the Partnership Control Offer") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Partnership Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 5.06 of Indenture. (b) If the Indenture. The Holder of this Note may elect to have this Note Company or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. If the Issuers or any Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $20.0 million, the Partnership consummates an Asset Sale, in certain circumstances specified in Section 5.07 of the Indenture the Issuers Company shall commence a pro rata an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “as "Asset Sale Offer”") pursuant to Section 4.09 4.03, of the Supplemental Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of purchase such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of NotesProceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers 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.