Common use of Repurchase at Option of Holders Clause in Contracts

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Note.

Repurchase at Option of Holders. (a) Within 30 days following Subject to the Company's right to redeem the Notes pursuant to Section 4.1 of the Indenture, upon the occurrence of a Change of Control, except as provided in the Indenture, the Company shall will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to in a minimum aggregate principal amount at Stated Maturity of $2,000 500 or an integral multiple of $1,000 in excess of $2,000500) of each such Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interest, if any, thereon interest on the Notes repurchased to the date of settlement repurchase (the “"Change of Control Settlement Date”Payment"). Within 10 days following any Change of Control, if the Company has not sent a redemption notice pursuant to Section 4.3 of the Indenture for all of the Notes, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. If the Company or a Subsidiary consummates any Asset Sale, and the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will, 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. (b) In certain circumstances following an Asset SaleIntercreditor Agreement, the Company may be required to commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “"Asset Sale Offer”") pursuant to Section 3.08 4.8 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase or redeem the maximum principal amount at Stated Maturity of Notes and such Pari Passu other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds, at an . The offer price for the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interest, if any, thereon interest on the Notes to be purchased to the Settlement Date, subject to date fixed for the right closing 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, such Asset Sale Offer in accordance with the procedures set forth in the Indenture. (c) Holders , and will be payable in cash. If any Excess Proceeds remain after consummation of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and principal amount of other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased or redeemed on a pro rata basis. Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to each of the Holders containing all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. Holders electing to have a Note purchased pursuant to any related purchase date and may elect Asset Sale Offer will be required to have such Notes purchased by completing surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of this Notethe Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence right, at such Holder’s option, to require the Company to repurchase for cash on any Business Day during the three-month period commencing on the third (3rd) anniversary of a Change the date of Controlthis Indenture (the “Repurchase Period”) (the Business Day specified by such Holder on which the Notes are required to be repurchased, except as provided in at the Indentureelection of each Holder, pursuant to this Section 15.01, the Company shall make an offer (a “Change Repurchase Date”), all of Control Offer”) to repurchase all such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $US$1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateThird Anniversary Repurchase Price”), subject ) that is equal 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. sum of: (bi) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus (ii) a premium equal to 20% of the principal amount thereof, and (iii) accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided (i) that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date and (ii) any Repurchase Date shall not be earlier than the 20th Business Day immediately following the delivery of the relevant Repurchase Notice. Not later than 20 Business Days prior to the third (3rd) anniversary of the date of this Indenture, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) [reserved]; (ii) the Third Anniversary Repurchase Price; (iii) the Repurchase Period; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if anythe Notes are Physical Notes, thereon or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Settlement Date, subject first day of the Repurchase Period until the close of business on the date that is 20 Business Days prior to the last day of the Repurchase Period; (B) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Third Anniversary Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; (C) [reserved]; (D) the Repurchase Date; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of Holders of record business on the relevant record date second Business Day immediately preceding the Repurchase Date (the “Repurchase Expiration Time”) by delivery of a duly completed written notice of withdrawal to receive interest due the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on an Interest Payment the Repurchase Date that is if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Third Anniversary Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all of such Holder’s Exchangeable Debentures, or any part (equal to $2,000 or an integral portion thereof that is a multiple of $1,000 principal amount, in excess of $2,000) of each Holder’s Notes cash, on April 15, 2012, April 15, 2017 and April 15, 2022 (each, a “Repurchase Date”), at a purchase repurchase price equal to 101of 100% of the aggregate principal amount of Notes the Exchangeable Debentures being repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided, however, that if the Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, thereon on such interest payment date to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders Holder of record at the close of business on the relevant record date to receive interest due on an Interest Payment corresponding Record Date that is on or prior to and the Change of Control Settlement Date. (b) In certain circumstances following an Asset Sale, the Company may repurchase price will be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon the Exchangeable Debentures to be repurchased. (b) On or before the Settlement twentieth Business Day immediately preceding each Repurchase Date, subject the Company shall mail or cause to the right of be mailed to all Holders of record on the relevant record such date (and to receive interest due on beneficial owners as required by applicable law) an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures Issuer Repurchase Notice as set forth in Section 5.03. The Company shall also deliver a copy of the IndentureIssuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed to Holders. In addition to the mailing of such Issuer Repurchase Notice, the Company shall disseminate a press release through Dow ▇▇▇▇▇ & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on Host REIT’s website, or through such other public medium as the Company shall deem appropriate at such time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Exchangeable Debentures pursuant to this Section 5.02. (c) Holders For an Exchangeable Debenture to be so repurchased at the option of Notes the Holder pursuant to this Section 5.02, the Holder must deliver to the Paying Agent, during the period beginning at 9:00 a.m., New York City time, on the date that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company is twenty (20) Business Days prior to any related purchase date the applicable Repurchase Date and may elect ending at 5:00 p.m., New York City time, on the second Business Day immediately prior to have such Notes purchased by completing the applicable Repurchase Date, (i) a written notice of repurchase (the “Repurchase Notice”) in the form entitled “Option of Holder to Elect Purchase” set forth on the reverse of the Exchangeable Debenture duly completed (if the Exchangeable Debenture is certificated) or stating the following (if the Exchangeable Debenture is represented by a Global Debenture): (A) the certificate number of the Exchangeable Debenture which the Holder will deliver to be repurchased (if the Exchangeable Debenture is certificated) or that the relevant Repurchase Notice complies with the appropriate Depositary procedures (if the Exchangeable Debenture is represented by Global Debenture), (B) the portion of the principal amount of the Exchangeable Debenture which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of Exchangeable Debentures not subject to repurchase must be in an integral multiple of $1,000) and (C) that such Exchangeable Debenture shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in the Exchangeable Debenture and in this NoteTwenty-Third Supplemental Indenture and the Indenture; together with (ii) such Exchangeable Debentures duly endorsed for transfer (if the Exchangeable Debenture if certificated) or book entry transfer of such Exchangeable Debenture (if such Exchangeable Debenture is represented by a Global Debenture). The delivery of such Exchangeable Debenture to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the repurchase price; provided, however, that such repurchase price shall be so paid pursuant to this Section 5.02 only if the Exchangeable Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof in the Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Exchangeable Debenture for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (d) The Company, if so requested, shall repurchase from the Holder thereof, pursuant to this Section 5.02, a portion of an Exchangeable Debenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Twenty-Third Supplemental Indenture that apply to the repurchase of all of an Exchangeable Debenture also apply to the repurchase of such portion of such Exchangeable Debenture. (e) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (f) Any repurchase by the Company contemplated pursuant to the provisions of this Section 5.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the Repurchase Date if the book-entry transfer or delivery of the Exchangeable Debentures to the Paying Agent is effected prior to the close of business on the Business Day prior to the Repurchase Date, and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Exchangeable Debenture. Payment of the repurchase price for an Exchangeable Debenture for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Exchangeable Debentures, together with necessary endorsements, to the Paying Agent.

Repurchase at Option of Holders. (ai) Within 30 days following the occurrence of If there is a Change of Control, except as provided in the Indenture, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to repurchase purchase all or any part (equal to $2,000 US$1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest thereon, if any, thereon to the date of settlement purchase (the “Change of Control Settlement DatePayment”). Within 30 days following any Change of Control, subject the Issuer will mail a notice, with a copy to the right of Holders of record on Trustee, to each Holder setting forth the relevant record date to receive interest due on an Interest Payment Date that is on or prior to procedures governing the Change of Control Settlement Date. (b) In certain circumstances following an Asset Sale, the Company may be Offer as required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of by the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) . Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the this reverse side of this Note. (ii) If ▇▇▇▇▇▇▇ or a Restricted Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds US$20.0 million, the Issuer will commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and 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 such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ▇▇▇▇▇▇▇ or any Restricted Subsidiary may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased. Holders of Notes that are the subject of an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note.

Repurchase at Option of Holders. (ai) Within 30 days following the occurrence of If there is a Change of Control, except as provided in the Indenture, the Company OPTI shall be required to make an offer (a “Change of Control Offer”) to repurchase purchase all or any part (equal to $2,000 US$1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to not less than 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Additional Interest thereon, if any, thereon to the date of settlement purchase (the “Change of Control Settlement DatePayment”). Within 30 days following any Change of Control, subject OPTI shall mail a notice to each Holder setting forth 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 procedures governing the Change of Control Settlement Date. (b) In certain circumstances following an Asset Sale, the Company may be Offer as required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of by the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) . Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the this reverse side of this Note. (ii) If OPTI or a Restricted Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds US$25.0 million, OPTI shall commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, OPTI or any Restricted Subsidiary may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased. Holders of Notes that are the subject of an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Supplemental 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 Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on September 15, 2028 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if anythe Notes are Physical Notes, thereon or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Settlement Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date; and (B) delivery of the Notes, subject if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the address of the Paying Agent set forth in the Company Notice, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of Holders of record business on the relevant record date second Business Day immediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to receive interest due the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on an Interest Payment the Repurchase Date that is if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a Default by the Company in the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following Repurchase Option Upon Major Transaction or Triggering Event. In ------------------------------------------------------------ addition to all other rights of the holders of the Securities contained herein, simultaneous with or after the occurrence of a Change Major Transaction (as defined below) or a Triggering Event (as defined below), each holder of ControlCommon Shares or Repricing Rights shall have the right, except as provided in the Indentureat such holder's option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 a portion of such holder's Common Shares or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes Repricing Rights at a purchase price equal to 101(i) for each Common Share with an associated Repricing Right, the greater of (A) 125% of the aggregate principal amount Purchase Price and (B) the sum of Notes repurchased, plus accrued (I) the Purchase Price and unpaid interest, if any, thereon to (II) the product of (x) the Repricing Rate of the Repricing Right on the date of settlement such holder's delivery of a notice of repurchase and (y) the “Change last reported sale price of Control Settlement Date”)the Common Stock (as reported by Bloomberg Information Services, subject Inc. (or any successor thereto to the right its function of Holders of record reporting prices "Bloomberg") on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to of such holder's delivery of a notice of repurchase, (ii) for each Repricing Right without the Change of Control Settlement Date. (b) In certain circumstances following an Asset Saleassociated Common Share, the Company may be required to commence an offer to all Holders product of (an “Asset Sale Offer”x) pursuant to Section 3.08 the Repricing Rate of the Indenture, Repricing Right on the date such holder's delivery of a notice of repurchase and to all holders of any Pari Passu Indebtedness then outstanding, to purchase (y) the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out last reported sale price of the Excess ProceedsCommon Stock (as reported by Bloomberg) on the date of such holder's delivery of a notice of repurchase and (iii) for each Common Share without an associated Repricing Right, at an offer price in cash in an amount equal to 100125% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon to Purchase Price (the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture"Repurchase Price"). (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Note.

Repurchase at Option of Holders. (a) Within 30 days following On December 27, 2011 (the occurrence “Optional Repurchase Date”), each Holder shall have the right (the “Optional Repurchase Right”) at the Holder’s option, but subject to the provisions of a Change Section 11.2(b)-(i) hereof, to require the Company to repurchase, and upon the exercise of Control, except as provided in the Indenture, such right the Company shall make an offer (a “Change repurchase, all of Control Offer”) to repurchase all such Holder’s Securities or any part (portion of the principal amount thereof that is equal to $2,000 1,000 or an any integral multiple thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to $1,000 in excess of $2,000) of each Holder’s Notes or integral multiples thereof), at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Securities to be repurchased (the “Optional Repurchase Price”), plus interest accrued and unpaid to, but excluding, the Optional Repurchase Date. (b) Prior to or on the 20th Business Day before the Optional Repurchase Date, the Company shall give to all Holders of Securities notice (the “Company Optional Repurchase Notice”) in the manner provided in Section 14.2 hereof, of the Optional Repurchase Right set forth herein. The Company shall also deliver a copy of the Company Optional Repurchase Notice to the Trustee. The Company Optional Repurchase Notice shall state: (1) the Optional Repurchase Price; (2) a description of the procedure which a Holder must follow to exercise an Optional Repurchase Right, and the place or places where such Securities are to be surrendered for payment of the Optional Repurchase Price and accrued and unpaid interest, if any; (3) that on the Optional Repurchase Date the Optional Repurchase Price and accrued and unpaid interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date; (4) the Settlement DateConversion Rate then in effect, subject to the date on which the right of Holders of record on to convert the relevant record date Securities to receive interest due on an Interest Payment Date that is on be repurchased will terminate and the place where such Securities may be surrendered for conversion; and (5) the place or prior to the Settlement Dateplaces where such Securities, in accordance together with the procedures set forth Optional Repurchase notice included in Exhibit A annexed hereto are to be delivered for payment of the IndentureOptional Repurchase Price and accrued and unpaid interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder’s right to exercise an Optional Repurchase Right or affect the validity of the proceedings for the repurchase of Securities. (c) Holders If any of Notes the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern. (d) To exercise an Optional Repurchase Right, a Holder shall deliver to the Trustee prior to the close of business on the Business Day immediately preceding the Optional Repurchase Date: (1) written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Securities to be repurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased) and a statement that are an election to exercise the subject Optional Repurchase Right is being made thereby, substantially in the form attached hereto as the Optional Repurchase notice included in Exhibit A annexed hereto; and (2) the Securities with respect to which the Optional Repurchase Right is being exercised. Such written notice shall be irrevocable unless the Company defaults in its obligation to pay the Optional Repurchase Price on the Optional Repurchase Date as required herein. (e) In the event an Optional Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Optional Repurchase Price and any accrued and unpaid interest in cash for payment to the Holder on the Optional Repurchase Date. (f) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Optional Repurchase Date, the principal amount of an offer to purchase will receive a Change of Control Offer such Security (or an Asset Sale Offerportion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Optional Repurchase Date at the Interest Rate, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid. (g) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company prior or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to any related purchase date the Company and may elect the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to have the Holder of such Notes purchased by completing Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the form entitled “Option unrepurchased portion of Holder the principal of the Security so surrendered. (h) All Securities delivered for repurchase shall be delivered to Elect Purchase” on the reverse Trustee to be canceled at the direction of this Notethe Trustee, which shall dispose of the same as provided in Section 2.15 hereof. Section 1.3 Exhibit A shall be amended to include the Optional Repurchase notice attached hereto as Annex A.

Repurchase at Option of Holders. (a) Within 30 days following Subject to the occurrence of additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder of Notes will have the right (except as provided in the proviso to Section 5.06(a) of the Indenture, ) to require 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 of $2,000thereof) of each such Holder’s Notes (the “Offer to Purchase”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interestinterest thereon, if any, thereon to the date of settlement purchase (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 the relevant Interest Payment Date that Date). Within 30 days following any Change of Control, the Company shall send a notice to each Holder setting forth the procedures governing the Offer to Purchase as required by the Indenture and information regarding such other matters as is on required under Section 5.06 of the Indenture. The Holder of this Note may elect to have this Note or prior 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 Offer to Purchase. If the Parent Guarantor or any Restricted Subsidiary of Control Settlement Date. (b) In certain circumstances following the Parent Guarantor consummates an Asset Sale, in certain circumstances specified in Section 5.07 the Company may be required to shall commence an a pro rata offer to all Holders of Notes and all holders of other Debt 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 OfferOffer to Purchase”) pursuant to Section 3.08 4.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness other pari passu Debt 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 of this Note, thereof plus accrued and unpaid interestinterest thereon, if any, thereon to the Settlement Date, date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on an the relevant Interest Payment Date that is on or prior to the Settlement Date, ) in accordance with the procedures set forth in the Indenture. (c) . If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Company shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Offer to Purchase will receive an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Fifteenth Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Fifteenth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Fifteenth Supplemental 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 Fifteenth Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in the Indenture, the Company shall 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 of $2,000thereof) of each Holder’s the Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, thereon to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder of Notes issued under the Indenture, with a copy to the Trustee, containing the information set forth in Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the right form entitled "Option of Holders of record Holder to Elect Purchase" on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change reverse side of Control Settlement Datethis Note. (b) In certain circumstances following Within 365 days after the Company's or any Restricted Subsidiary's receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness under Senior Debt or Guarantor Senior Debt (and to correspondingly reduce commitments with respect thereto), to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor or Pari Passu Indebtedness (provided that if the Company shall so repay Pari Passu Indebtedness, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable or, if the Notes may not be then redeemed, the Company shall make an offer pursuant to Section 3.10 of the Indenture to purchase at 100% of the principal amount thereof the amount of Notes that would otherwise be redeemed or (b) to an investment in property, capital expenditures or assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall be required to commence make an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Offer to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right date 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 Datepurchase, in accordance with the procedures set forth in Section 3.10 of the Indenture. (c) Holders . To the extent that the aggregate amount of Notes that are tendered pursuant to an Asset Sale Offer is less than the subject Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of an offer Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to purchase will receive be purchased on a Change pro rata basis. Upon completion of Control Offer or an such Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” on the reverse of this NoteExcess Proceeds shall be reset at zero.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Twenty-Second Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Twenty-Second Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Twenty-Second Supplemental 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 Twenty-Second Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in the Indenture, the Company shall 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 of $2,000thereof) of each Holder’s the Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder of Notes repurchasedissued under the Indenture, with a copy to the Trustee, containing the information set forth in Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) When the aggregate amount of Excess Proceeds in connection with Asset Sales by the Company exceeds $15 million, the Company shall make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in Section 3.10 of the Indenture. (c) . The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $15 million by mailing the notice required pursuant to the terms Section 3.10 of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchasedamount, plus accrued and unpaid intereston October 15, if any, thereon to the date of settlement 2025 (the “Change of Control Settlement Repurchase Date”), subject to at a repurchase price (the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date “Repurchase Price”) that is on or prior to the Change of Control Settlement Date. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus any accrued and unpaid interest, if any, thereon to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Settlement Date, subject Holders submitting the Notes for repurchase on the Repurchase Date but instead to the right of Holders of record such Notes at the close of business on the relevant record date to receive interest due on an Interest Payment Regular Record Date that is on immediately preceding the Repurchase Date. On or before the 20th Business Day prior to the Settlement Repurchase Date, the Company shall deliver a notice (the “Company Notice”) to the Trustee, to the Paying Agent (if other than the Company or any Subsidiary thereof) and to each Holder (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01; (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures set forth a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s written request received by the Trustee not less than five Business Days prior to the date the notice is to be given (or such shorter period of time as may be acceptable to the Trustee), the Trustee shall give such notice in the Indenture. (c) Holders Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of Notes that are such Company Notice shall be prepared by the subject Company and the Company Notice to be given shall be delivered with the written request. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of an offer to purchase will receive a Change general circulation in The City of Control Offer New York or an Asset Sale Offer, publish such information by press release or on the Company’s website or through such other public medium as the case Company may be, from use at that time. No failure of the Company prior to any related purchase date give the foregoing notices and may elect no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this NoteSection 15.01.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, Notes or portions thereof shall be repurchased by the Company shall make an offer at the option of the holder for cash on each of November 1, 2012, November 1, 2017, November 1, 2022, November 1, 2027 and November 1, 2032 (each, a “Change of Control OfferRepurchase Date”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes ), at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale OfferRepurchase Price”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest thereon to, if anybut excluding, thereon such Repurchase Date. If the Repurchase Date is on a date that is after an Interest Record Date and on or prior to the Settlement DateInterest Payment Date to which such Interest Record Date relates, subject the Repurchase Price will be equal to 100% of the principal amount of the Notes to be repurchased, and the Company will pay any accrued and unpaid interest to, but excluding, the Repurchase Date to the right of Holders Noteholder of record on the relevant record Interest Record Date, which may or may not be the same Person to whom the Company will pay the Repurchase Price. (b) Within 20 Business Days prior to any Repurchase Date, the Company will send a notice (the “Company Notice”) by electronic transmission or by first class mail to the Trustee and to each holder (and to beneficial owners as required by applicable law). The notice shall include a form of repurchase notice to be completed by a holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price and the Base Conversion Rate; (iii) the name and address of the Trustee, (or other Paying Agent appointed by the Company) and the Conversion Agent; (iv) that Notes as to which a Repurchase Notice has been given may be converted only in accordance with Article 8 and the terms of the Notes if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Article 9; (v) that Notes must be surrendered to the Paying Agent to collect payment; (vi) that the Repurchase Price for any Note as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Note as described in paragraph (v) above; (vii) the procedures the holder must follow to exercise its repurchase rights under this Section 9.01 and a brief description of those rights; (viii) briefly, the conversion rights with respect to the Notes; (ix) the procedures for withdrawing a Repurchase Notice; and (x) the CUSIP number of the Notes. Simultaneously with the providing of such notice, the Company will promptly publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. (c) Purchases of Notes under this Section 9.01 shall be made, at the option of the holder thereof upon: (i) delivery to the Paying Agent by the holder of a written notice of repurchase substantially in the form set forth on the reverse of the Note as Exhibit E thereto (a “Repurchase Notice”) during the period beginning at any time from the open of business on the date to receive interest due on an Interest Payment Date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the Business Day immediately preceding the Repurchase Date stating: (A) if certificated Notes have been issued, the certificate number of the Notes that the holder will deliver to be purchased; (B) the portion of the principal amount of the Notes to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and (C) that such Notes shall be purchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Notes and in this First Supplemental Indenture; provided, however, that if the Notes are not in certificated form, the Repurchase Notice must comply with appropriate Depositary procedures; and (ii) book-entry transfer of such Notes (or delivery of such certificated Notes) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent in the United States, such book-entry transfer or delivery being a condition to receipt by the holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 9.01 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. (d) No Repurchase Notice with respect to any Notes may be surrendered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 9.02. (e) The Company may purchase from the holder thereof, pursuant to this Section 9.01, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this First Supplemental Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. (f) Any repurchase by the Company contemplated pursuant to the provisions of this Section 9.01 shall be consummated by the payment of the Repurchase Price promptly following the later of the Repurchase Date and the time of the book-entry transfer or delivery of the Note as described in Section 9.04(a). (g) Notwithstanding anything herein to the contrary, any holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 9.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 9.03 below. (h) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (i) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the holders if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Settlement Date, in accordance with the procedures set forth Repurchase Date (except in the Indenturecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). (cj) Holders In connection with any repurchase, the Company will: (i) comply with the provisions of Notes that are Rule 13e-4, Rule 14e-1 and any other tender offer rules under the subject of an Exchange Act; (ii) file a Schedule TO or any successor or similar schedule, if required under the Exchange Act; and (iii) otherwise comply with all federal and state securities laws in connection with any offer by the Company to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Note.Notes

Repurchase at Option of Holders. (ai) Within 30 days following the occurrence of If there is a Change of Control, except as provided in the Indenture, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to repurchase purchase all or any part (equal to $2,000 US$1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Additional Interest thereon, if any, thereon to the date of settlement purchase (the “Change of Control Settlement DatePayment”). Within 30 days following any Change of Control, subject the Issuer will mail a notice to each Holder setting forth 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 procedures governing the Change of Control Settlement Date. (b) In certain circumstances following an Asset Sale, the Company may be Offer as required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of by the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) . Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the this reverse side of this Note. (ii) If Compton or a Restricted Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds US$20.0 million, the Issuer will commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Compton or any Restricted Subsidiary may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased. Holders of Notes that are the subject of an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note.

Repurchase at Option of Holders. (ai) Within 30 days following the occurrence of If there is a Change of Control, except as provided in the Indenture, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to repurchase purchase all or any part (equal to $2,000 US$1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest thereon, if any, thereon to the date of settlement purchase (the “Change of Control Settlement DatePayment”). Within 30 days following any Change of Control, subject the Issuer will mail a notice to each Holder with a copy to the right of Holders of record on Trustee setting forth the relevant record date to receive interest due on an Interest Payment Date that is on or prior to procedures governing the Change of Control Settlement Date. (b) In certain circumstances following an Asset Sale, the Company may be Offer as required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of by the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) . Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the this reverse side of this Note. (ii) If ▇▇▇▇▇▇▇ or a Restricted Subsidiary consummates any Asset Sales, and the aggregate amount of Excess Proceeds exceeds US$20.0 million, the Issuer will commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and 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 such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ▇▇▇▇▇▇▇ or any Restricted Subsidiary may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased. Holders of Notes that are the subject of an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, Debentures shall be purchased by the Company shall make an offer at the option of the holder for cash on February 15, 2010, 2015, 2020, 2025, 2030, or the next Business Day after each such date if any such date is not a Business Day (each, a “Change of Control OfferRepurchase Date”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes ), at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale OfferRepurchase Price”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus the Debentures to be repurchased. The Company shall pay any accrued and unpaid interest, including Contingent Interest, if any, and Liquidated Damages, if any, thereon to (but excluding) such Repurchase Date to the Settlement holders of such Debentures on the record date immediately preceding such Repurchase Date. Unless the Company has issued a notice of redemption to redeem the Debentures as set forth in Section 3.01, not later than 20 Business Days prior to any Repurchase Date, subject the Company shall mail a notice (the “Company Notice”) by first class mail to the right Trustee and to each holder (and to beneficial owners as required by applicable law). The notice shall include a form of Holders repurchase notice to be completed by a holder and shall state: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of record the Paying Agent and the Conversion Agent; (iii) that Debentures as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 15 hereof and the terms of the Debentures if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Debentures must be surrendered to the Paying Agent to collect payment; (v) that the Repurchase Price for any Debenture as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Debenture as described in (iv); (vi) the procedures the holder must follow to exercise its repurchase rights under this Section 16.01 and a brief description of those rights; (vii) briefly, the conversion rights, if any, with respect to the Debentures; (viii) the procedures for withdrawing a Repurchase Notice; and (ix) the CUSIP number of the Securities. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Purchases of Debentures hereunder shall be made, at the option of the holder thereof, upon: (A) delivery to the Paying Agent by the holder of a written notice of repurchase (a “Repurchase Notice”) during the period beginning at any time from the opening of business on the relevant record date to receive interest due on an Interest Payment Date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the last Business Day prior to the Repurchase Date stating: (1) the certificate number of the Debentures which the holder will deliver to be purchased or the appropriate Depositary procedures if certificated Debentures have not been issued for such Debenture, (2) the portion of the principal amount of the Debenture which the holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, and (3) that such Debenture shall be purchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and (B) delivery of such Debenture to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 16.01 only if the Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section 16.01, a portion of a Debenture, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 16.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Repurchase Date and the time of delivery of the Debenture. Notwithstanding anything herein to the contrary, any holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 16.01 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Business Day prior to the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 16.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (b) Notwithstanding the foregoing, no Debentures may be repurchased by the Company at the option of the holders if the principal amount of the Debentures has been accelerated, and such acceleration has not been rescinded, on or prior to the Settlement Repurchase Date, in accordance with the procedures set forth in the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Note.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of ControlControl Triggering Event, except as provided in each Holder shall have the Indenture, the Company shall make an offer (a “Change of Control Offer”) right to require Services to repurchase all or any part (equal its Notes in cash pursuant to $2,000 or an integral multiple the offer described in Section 4.13 of $1,000 in excess of $2,000) of each Holder’s Notes the Indenture at a purchase price equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest thereon and Liquidated Damages, if any, thereon to the date of settlement (the “purchase. Within 30 days following any Change of Control Settlement Date”)Triggering Event, subject Services shall mail a notice to the right of Holders of record on Trustee and each Holder setting forth the relevant record date to receive interest due on an Interest Payment Date that is on or prior to procedures governing the Change of Control Settlement DateOffer as required by the Indenture. (b) In certain circumstances following an If Services, CCPR or any Restricted Subsidiary consummates one or more Asset Sale, Sales and does not use all of the Company may be required to commence an offer to all Holders (an “Net Cash Proceeds from such Asset Sale Offer”) pursuant to Sales as provided in Section 3.08 4.14 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstandingServices will be required, under certain circumstances, to utilize the Net Cash Proceeds from such Asset Sales to offer (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued interest and unpaid interestLiquidated Damages, if any, thereon to the Settlement Datedate of payment. If the Net Cash Proceeds are insufficient to purchase all Notes tendered pursuant to any Asset Sale Offer, subject the Trustee shall select the Notes 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, be purchased in accordance with the procedures set forth in terms of Article 3 of the Indenture. (c) Holders may tender all or, subject to paragraph 8 below, any portion of their Notes that are the subject of an offer to purchase will receive in a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased Offer by completing the form below entitled “Option "OPTION OF HOLDER TO ELECT PURCHASE." (d) Services shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an offer required to be made by Services to repurchase the Notes as a result of Holder a Change of Control Triggering Event or an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, Services shall comply with the applicable securities laws and regulations and shall not be deemed to Elect Purchase” on have breached its obligations under the reverse of this NoteIndenture by virtue thereof.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of If there is a Change of Control, except as provided in the Indenture, the Company shall be required 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 of $2,000thereof) of each Holder’s 's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, thereon to the date of settlement (the “purchase. Within ten days following any Change of Control Settlement Date”)Control, subject the Company shall mail a notice to each Holder setting forth 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 procedures governing the Change of Control Settlement DateOffer as required by the Indenture. (b) In certain circumstances following an If the Company or a Subsidiary consummates any Asset SaleSales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company may be required to shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.08 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, thereon to the Settlement Date, subject to the right date 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 Datepurchase, 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 (cor such 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, 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in each Holder of Senior Subordinated Notes shall have the Indenture, right to require the Company shall 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 of $2,000thereof) of each such Holder’s 's Senior Subordinated Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, thereon to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), 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. (b) In certain circumstances following an Asset Sale, If the Company may be required to commence an offer to or any Subsidiary consummates one or more Asset Sales and does not use all Holders (an “of the Net Proceeds from such Asset Sale Offer”) pursuant to Sales as provided in Section 3.08 4.10 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstandingthe Company will be required, under certain circumstances, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of utilize the Excess Proceeds, Proceeds from such Asset Sales to offer (an "Excess Proceeds Offer") to purchase Notes at an offer a purchase price in cash in an amount equal to 100% of the aggregate principal amount of this Note, the Notes plus any accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the Settlement Datedate of purchase. If the Excess Proceeds are insufficient to purchase all Notes tendered pursuant to any Excess Proceeds Offer, subject the Company shall select the Notes 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, be purchased in accordance with the procedures set forth in terms of Article 3 of the IndentureIndenture and Section 4.10, as applicable. (c) Holders may tender all or any portion of their Notes that are the subject of an offer to purchase will receive in a Change of Control Offer or Excess Proceeds Offer (collectively, an Asset Sale "Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased ") by completing the form below entitled “Option "OPTION OF HOLDER TO ELECT PURCHASE." (d) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Notes as a result of Holder a Change of Control or an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to Elect Purchase” on have breached its obligations under the reverse of this NoteIndenture by virtue thereof.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, Notes shall be purchased by the Company shall make an offer at the option of the holder on October 15, 2009, October 15, 2014 and October 15, 2019, or the next Business Day after each such date if any such date is not a Business Day (each, a “Change of Control OfferRepurchase Date”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes ), at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale OfferRepurchase Price”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestLiquidated Damages thereon, if any, thereon to (but excluding) such Repurchase Date. Unless the Company has issued a notice of redemption to redeem the Notes as set forth in Section 3.01, not later than 20 Business Days prior to any Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Settlement Date, subject Trustee and to each holder (and to beneficial owners as required by applicable law). The notice shall include a form of repurchase notice to be completed by a holder and shall state: (i) the right Repurchase Price and the Conversion Rate; (ii) the name and address of Holders the Paying Agent and the Conversion Agent; (iii) that Notes as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 15 hereof and the terms of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to Notes if the Settlement Date, applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Notes must be surrendered to the Paying Agent to collect payment; (v) that the Repurchase Price for any Note as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Note as described in (iv); (vi) the procedures set forth the holder must follow to exercise its repurchase rights under this Section 16.01 and a brief description of those rights; (vii) briefly, the conversion rights, if any, with respect to the Notes; (viii) the procedures for withdrawing a Repurchase Notice; and (ix) the CUSIP number of the Securities. At the Company’s request, the Trustee shall give such notice in the Indenture.Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Purchases of Notes hereunder shall be made, at the option of the holder thereof, upon: (cA) Holders delivery to the Paying Agent by the holder of a written notice of repurchase (a “Repurchase Notice”) during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the last Business Day prior to the Repurchase Date stating: (1) the certificate number of the Notes that are which the subject holder will deliver to be purchased or the appropriate Depositary procedures if certificated Notes have not been issued for such Note, (2) the portion of an offer the principal amount of the Note which the holder will deliver to purchase will receive a Change be purchased, which portion must be in principal amounts of Control Offer $1,000 or an Asset Sale Offerintegral multiple of $1,000, and (3) that such Note shall be purchased by the Company as of the case may beRepurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and (B) delivery of such Note to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 16.01 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section 16.01, a portion of a Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 16.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Repurchase Date and the time of delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 16.01 shall have the right to withdraw such Repurchase Notice at any time prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option close of Holder to Elect Purchase” business on the reverse Business Day prior to the Repurchase Date by delivery of this Notea written notice of withdrawal to the Paying Agent in accordance with Section 16.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Exchangeable Debentures, or any portion thereof that is a Change multiple of Control$1,000 principal amount, except as provided in cash, on October 15, 2015, October 15, 2019 and October 15, 2024 (each, a “Repurchase Date”), at a repurchase price of 100% of the Indentureprincipal amount of the Exchangeable Debentures being repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided, however, that if the Repurchase Date falls after a Record Date and on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date and the repurchase price will be 100% of the principal amount of the Exchangeable Debentures to be repurchased. (b) On or before the twentieth Business Day immediately preceding each Repurchase Date, the Company shall make mail or cause to be mailed to all Holders of record on such date (and to beneficial owners as required by applicable law) an offer Issuer Repurchase Notice as set forth in Section 5.03. The Company shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed to Holders. In addition to the mailing of such Issuer Repurchase Notice, the Company shall disseminate a press release through Dow ▇▇▇▇▇ & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in The Wall Street Journal or another newspaper of general circulation in The City of New York or on Host REIT’s website, or through such other public medium as the Company shall deem appropriate at such time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Exchangeable Debentures pursuant to this Section 5.02. (c) For an Exchangeable Debenture to be so repurchased at the option of the Holder pursuant to this Section 5.02, the Holder must deliver to the Paying Agent, during the period beginning at 9:00 a.m., New York City time, on the date that is twenty (20) Business Days prior to the applicable Repurchase Date and ending at 5:00 p.m., New York City time, on the second Business Day immediately prior to the applicable Repurchase Date, (i) a written notice of repurchase (the “Change of Control OfferRepurchase Notice”) in the form set forth on the reverse of the Exchangeable Debenture duly completed (if the Exchangeable Debenture is certificated) or stating the following (if the Exchangeable Debenture is represented by a Global Debenture): (A) the certificate number of the Exchangeable Debenture which the Holder will deliver to be repurchased (if the Exchangeable Debenture is certificated) or that the relevant Repurchase Notice complies with the appropriate Depository procedures (if the Exchangeable Debenture is represented by Global Debenture), (B) the portion of the principal amount of the Exchangeable Debenture which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 (provided that the remaining principal amount of any Exchangeable Debentures not subject to repurchase all or any part (equal to must be in authorized denomination of $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% and (C) that such Exchangeable Debenture shall be repurchased as of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon Repurchase Date pursuant to the date terms and conditions specified in the Exchangeable Debenture and in this Thirty-Second Supplemental Indenture and the Indenture; together with (ii) such Exchangeable Debentures duly endorsed for transfer (if the Exchangeable Debenture if certificated) or book entry transfer of settlement such Exchangeable Debenture (the “Change if such Exchangeable Debenture is represented by a Global Debenture). The delivery of Control Settlement Date”), subject such Exchangeable Debenture to the right Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the office of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior Paying Agent shall be a condition to the Change receipt by the Holder of Control Settlement Datethe repurchase price; provided, however, that such repurchase price shall be so paid pursuant to this Section 5.02 only if the Exchangeable Debentures so delivered to the Paying Agent shall conform in all respects to the description thereof in the Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Exchangeable Debenture for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error. (bd) In certain circumstances following an Asset SaleThe Company, if so requested, shall repurchase from the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) Holder thereof, pursuant to this Section 3.08 5.02, a portion of the Indenturean Exchangeable Debenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of if the principal amount of such portion is $1,000 or a whole multiple of $1,000 (provided that the remaining principal amount of Exchangeable Debentures not subject to repurchase must be in an authorized denomination of $2,000 or an integral multiple of $1,000 in excess thereof). Provisions of this Note, plus accrued and unpaid interest, if any, thereon Thirty-Second Supplemental Indenture that apply to the Settlement Date, subject repurchase of all of an Exchangeable Debenture also apply to the right repurchase of Holders such portion of record such Exchangeable Debenture. (e) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (f) Any repurchase by the Company contemplated pursuant to the provisions of this Section 5.02 shall be consummated by the delivery of the consideration to be received by the Holder (i) on the relevant record date Repurchase Date if the book-entry transfer or delivery of the Exchangeable Debentures to receive interest due on an Interest Payment Date that the Paying Agent is on or effected prior to the Settlement close of business on the Business Day prior to the Repurchase Date, in accordance and (ii) if delivered later, within two (2) Business Days following the time of the book-entry transfer or delivery of the Exchangeable Debenture. Payment of the repurchase price for an Exchangeable Debenture for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the Exchangeable Debentures, together with necessary endorsements, to the procedures set forth in the IndenturePaying Agent. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Note.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on September 2, 2025 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $US$1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price (the “Repurchase Price”) that is equal to 101100% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to to, but excluding, the date of settlement Repurchase Date (unless 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 Repurchase Date that is falls after a Regular Record Date but on or prior to the Change of Control Settlement immediately succeeding Interest Payment Date. (b) In certain circumstances following an Asset Sale, in which case the Company may be required shall pay on the Interest Payment Date the full amount of accrued and unpaid interest, if any, to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 the Holder of record as of the Indentureclose of business on such Regular Record Date, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may Repurchase Price will be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon the Notes to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or be repurchased). Not later than 20 Business Days prior to the Settlement Repurchase Date, the Company shall deliver a notice (the “Company Notice”) by electronic mail and first class mail to the Trustee, to the Paying Agent and by first class mail to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law and to the Conversion Agent if other than the Trustee). The Company Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state: ​ ​ (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); ​ (ii) the Repurchase Price; (iii) the Repurchase Date; ​ (iv) the name and address of the Conversion Agent and Paying Agent; ​ (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; ​ (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and ​ (vii) the procedures set forth a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. ​ At the Company’s written request, the Trustee shall give such notice in the Indenture. (c) Holders Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. ​ Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. ​ No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. ​ Repurchases of Notes that are under this Section 15.01 shall be made, at the subject option of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offerthe Holder thereof, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Note.upon: ​

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer to repurchase for cash on February 15, 2024 and February 15, 2026 (each, a “Change Repurchase Date”), all of Control Offer”) to repurchase all such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $US$1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestSpecial Interest, if any, thereon to, but excluding, the relevant Repurchase Date; provided that any such accrued and unpaid Special Interest shall be paid not to the Settlement Date, subject to Holders submitting the right of Holders of record Notes for repurchase on the relevant record Repurchase Date but instead to the Holders of such Notes at the close of business on the Special Interest Record Date immediately preceding the relevant Repurchase Date. Not later than 20 Business Days prior to the relevant Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent, the Conversion Agent (if other than the Trustee) and to each Holder at its address shown in the Note Register of the Note Registrar, and to beneficial owners as required by applicable law. The Company Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to receive interest due this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the relevant Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on an Interest Payment Date the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent (or other agent appointed for such purpose) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case at any time during the period beginning from the open of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the second Scheduled Trading Day immediately preceding the relevant Repurchase Date; and (B) delivery of the Notes, if the Notes are Physical Notes, to the Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the relevant Repurchase Date by delivery of a duly completed written notice of withdrawal to the Trustee and the Paying Agent (or other agent appointed for such purpose) in accordance with Section 15.03. The Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the relevant Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Repurchase Notice with respect thereto shall be deemed to have been withdrawn. (c) Notwithstanding anything to the contrary in this Indenture, the Company prior shall be deemed to any related purchase date satisfy its obligations to repurchase Notes pursuant to this Section 15.01 if (x) one or more third parties conduct the repurchase offer and may elect repurchase tendered Notes in a manner that would have satisfied the Company’s obligations to have such do the same if conducted directly by the Company or (y) the Company has called the Notes purchased by completing the form entitled “Option of Holder for Tax Redemption pursuant to Elect Purchase” Section 16.01, with a Tax Redemption Date on the reverse of this Notea Repurchase Date.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in the Indenture, the Company shall make an offer (a “Change of Control Offer”"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 of $2,000thereof) of each Holder’s the Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, thereon to the date of settlement purchase (the “"CHANGE OF CONTROL PAYMENT"). Within 30 days following any 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. (b) In certain circumstances following an Asset SaleControl, the Company may be required shall mail a notice to commence an offer each Holder of Notes issued under the Indenture, with a copy to all Holders (an “Asset Sale Offer”) pursuant to the Trustee, containing the information set forth in Section 3.08 4.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) . Holders of Notes that are the subject of to an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of this Note. (b) Within 365 days after the Company's or any Restricted Subsidiary's receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness under Credit Facility Obligations or Guarantor Credit Facility Obligations (and to correspondingly reduce commitments with respect thereto), to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor or Pari Passu Indebtedness (provided that if the Company shall so repay Pari Passu Indebtedness, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable or, if the Notes may not be then redeemed, the Company shall make an offer pursuant to Section 3.10 of the Indenture to purchase at 100% of the principal

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in the Indenture, the Company shall make an offer (a “"Change of Control Offer”") to repurchase purchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s the Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon thereon, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"). Prior to complying with the provisions of Section 4.09 of the Indenture, subject to but in any event within 30 days following a Change of Control, the right Company shall either repay in full in cash all Indebtedness under the Credit Agreement (and terminate all commitments thereunder) and all other Senior Debt the terms 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 which require repayment upon a Change of Control Settlement Dateor offer to repay in full in cash all Indebtedness under the Credit Agreement (and terminate all commitments thereunder) and all such other Senior Debt and to repay the Indebtedness owed to (and terminate the commitments of) each lender which has accepted such offer or obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder of Notes issued under the Indenture, with a copy to the Trustee, containing the information set forth in Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) In certain circumstances following an When the aggregate amount of Excess Proceeds in connection with Asset SaleSales by the Company exceeds $5.0 million, the Company may be required to commence shall make an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the Settlement Date, subject to the right date 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 Datepurchase, in accordance with the procedures set forth in Section 3.10 of the Indenture. (c) Holders of Notes that are the subject of an offer to purchase . The Company will receive a Change of Control Offer or commence an Asset Sale Offer, as Offer with respect to Excess Proceeds within ten Business Days after the case may be, from date that Excess Proceeds exceeds $5.0 million by mailing by first class mail the Company prior notice required pursuant 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 this Note.terms

Repurchase at Option of Holders. (a) Within 30 days following Subject to the occurrence of additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder of Notes will have the right (except as provided set forth in the proviso to Section 4.06(a) of the Indenture, ) to require the Company shall 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 of $2,000thereof) of each such Holder’s Notes (the “Offer to Purchase”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interestinterest thereon, if any, thereon to the date of settlement purchase (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on an the relevant Interest Payment Date that Date). Within 30 days following any Change of Control, the Company shall send a written offer to each Holder setting forth the procedures governing the Change of Control Offer to Purchase as required by the Indenture and information regarding such other matters as is on required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or prior 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 Settlement Date. (b) In certain circumstances following Offer to Purchase. If the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor consummates an Asset Sale, in certain circumstances specified in Section 4.07 the Company may be required to shall commence an offer to all Holders of Notes and all holders of other Pari Passu Secured Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale OfferOffer to Purchase”) pursuant to Section 3.08 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness Secured Debt 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 of this Note, thereof plus accrued and unpaid interestinterest thereon, if any, thereon to the Settlement Date, date of purchase (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on an the relevant Interest Payment Date that is on or prior to the Settlement Date, ) in accordance with the procedures set forth in the Indenture. (c) . If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Company shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer Offer to purchase Purchase will receive a Change of Control an Offer or an Asset Sale Offer, as the case may be, to Purchase from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on November 2, 2020 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, if anybut excluding, thereon the Repurchase Date. For the avoidance of doubt, accrued and unpaid interest payable on the Interest Payment Date falling on November 1, 2020 will not be paid to the Settlement Holders who have submitted their Notes for repurchase on the Repurchase Date, subject but to the right of Holders of record at the close of business on the relevant record Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall send a written notice (the “Company Notice”) to the Trustee, to the Paying Agent, the Conversion Agent (if other than the Trustee) and to each Holder at its address shown in the Note Register of the Note Registrar. The Company Notice shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to receive interest due this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and the Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on an Interest Payment Date the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Trustee (or another agent designated for this purpose) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements), or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor, in each case (i) and (ii), during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date. If a Repurchase Notice is given and withdrawn during such period, the Company will be under no obligation to repurchase the Notes, in relation to which the Repurchase Notice was given. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to the Trustee in accordance with Section 15.03. The Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Twentieth Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Twentieth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Twentieth Supplemental 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 Twentieth Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of If there is a Change of Control, except as provided in the Indenture, the Company shall will be required 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 of $2,000thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, thereon to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"). Within 10 business days following any Change of Control, subject the Company will mail a notice to each Holder setting forth 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 procedures governing the Change of Control Settlement DateOffer as required by the Indenture. (b) In certain circumstances following an If the Company or a Subsidiary consummates any Asset SaleSales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company may be required to will commence an offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “"Asset Sale Offer”") pursuant to Section 3.08 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such Pari Passu other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, thereon to the Settlement Date, subject to date fixed for the right closing 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 Datesuch offer, in accordance with the procedures set forth in the Indenture. . To the extent that the aggregate amount of Notes (cincluding any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of this Notethe Notes." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Eleventh Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Eleventh Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Eleventh Supplemental 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 Eleventh Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in each Holder of Notes shall have the Indenture, right to require the Company shall 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 of $2,000thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"). Within 30 days following any Change of Control, subject the Company shall mail a notice to each Holder describing the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date transaction or transactions that is on or prior to constitute the Change of Control Settlement Dateand offering to repurchase the Notes pursuant to the procedures required by the Indenture and described in such notice. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company may will be required to commence make an offer to all Holders of Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an “"Asset Sale Offer”") pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the asset sale offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interestinterest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts 154 in the case of similar securities, if any, thereon to the Settlement Date, subject to the right date 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 Datepurchase, in accordance with the procedures set forth in Section 3.10 of the Indenture. (c) Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of the tendered Notes and Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on October 15, 2017 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall send a notice (the “Company Notice”) to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar. The Company Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if anythe Notes are Physical Notes, thereon or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Settlement Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date; and (B) delivery of the Notes, subject if the Notes are Physical Notes, to the Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. Each Repurchase Notice shall state: (C) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (D) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (E) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of Holders of record business on the relevant record date second Business Day immediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to receive interest due the Trustee in accordance with Section 15.03. The Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on an Interest Payment the Repurchase Date that is if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following On May 15, 2017 (the occurrence of a Change of Control, except as provided in the Indenture“2017 Repurchase Date”), the Holder of Notes shall have the right, at the Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all of their Notes, or any part (portion of the principal amount thereof that is equal to $2,000 1,000 principal amount or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes thereof, at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer2017 Repurchase Price”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes to be repurchased plus accrued and unpaid interest, if anyincluding any Additional Interest, thereon to to, but not including, the Settlement 2017 Repurchase Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment provided that, such 2017 Repurchase Date that is falls after a Regular Record Date and on or prior to the Settlement corresponding Interest Payment Date, in accordance which case the Company shall pay the full amount of accrued and unpaid interest payable on such Interest Payment Date to the Holder of record as of the close of business on the corresponding Regular Record Date. Any Notes repurchased by the Company shall be paid for in cash. (b) In connection with the repurchase of Notes on the 2017 Repurchase Date, the Company shall notify the Trustee, the Paying Agent and the Holders of Notes, not less than 20 Business Days prior to the 2017 Repurchase Date, of their right to require the Company to repurchase their Notes, the 2017 Repurchase Price, the last date on which a Holder may exercise the repurchase right, the name and address of the Paying Agent and the repurchase procedures set forth that Holders must follow to require the Company to repurchase their Notes. At the Company’s request, the Trustee shall give such Company Notice in the IndentureCompany’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. (c) Simultaneously with providing such notice, the Company shall publish a notice containing the foregoing information in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. (d) To exercise this repurchase right, the Holder must deliver, on or before the Business Day immediately preceding the 2017 Repurchase Date, the Notes to be repurchased. If the Notes are held in global form, such delivery (and the related 2017 Repurchase Notice) must comply with all Applicable Procedures. Physical Notes must be duly endorsed for transfer, together with a written repurchase notice in the form entitled “Form of 2017 Repurchase Notice” on the reverse side of the Notes (the “2017 Repurchase Notice”) duly completed, to the Paying Agent. Each 2017 Repurchase Notice shall state: (1) if Physical Notes have been issued, the certificate numbers of the Notes to be delivered for repurchase; (2) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 principal amount or an integral multiple of $1,000 in excess thereof; and (3) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the 2017 Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such 2017 Repurchase Notice at any time prior to the close of business on the duly completed Business Day immediately preceding the 2017 Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any 2017 Repurchase Notice or written notice of withdrawal thereof. No 2017 Repurchase Notice with respect to any Notes may be delivered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Right Notice and not validly withdrawn such Fundamental Change Repurchase Right Notice in accordance with Section 15.03. (e) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal amount of the Notes that are has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the subject case of an offer acceleration resulting from a Default by the Company in the payment of the 2017 Repurchase Price with respect to purchase such Notes). The Paying Agent will receive promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Change Default by the Company in the payment of Control Offer the 2017 Repurchase Price with respect to such Notes), or an Asset Sale Offerany instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, from the Company prior to any related purchase date and may elect 2017 Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of If a Change of Control, except as provided in the IndentureControl occurs, the Company shall Issuers will be required to make an offer (a “"Change of Control Offer”") to repurchase purchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestInterest and Liquidated Damages, if any, thereon thereon, to the date of settlement (the “purchase. Within ten days following any Change of Control Settlement Date”)Control, subject the Issuers shall mail a notice to each Holder setting forth 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 procedures governing the Change of Control Settlement DateOffer as required by the Indenture. (b) In certain circumstances following an If the Partnership or a Restricted Subsidiary consummates any Asset SaleSales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company may be required to Issuers shall commence an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Section 3.08 the procedures set forth in the Indenture to all Holders of the Indenture, Notes and to all holders of any other Indebtedness that is pari passu with the Notes and secured by Pari Passu Indebtedness then outstanding, Collateral containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase with the Excess Proceeds an amount equal to the maximum principal amount of Notes and such Pari Passu other Indebtedness that may be purchased out of the Excess Proceeds, at an pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid Interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture or the Collateral Documents. If the aggregate principal amount of Notes and such other Indebtedness tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to be purchased on a pro rata basis based on the principal amount of this Note, plus accrued Notes and unpaid interest, if any, thereon such other Indebtedness tendered and will select the Notes to be purchased in the Settlement Date, subject to the right manner described under Section 3.02 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. (c) If the Partnership or its Restricted Subsidiaries experience an Event of Loss, within ten days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, and the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Issuers shall commence an offer to all Holders of Notes (an ``Event of Loss Offer'') and holders of other Indebtedness that are is pari passu with the subject Notes and secured by Pari Passu Collateral containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of Events of Loss to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of such Excess Loss Proceeds, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness. The offer price in any Event of Loss Offer will be equal to 100% of principal amount plus accrued and unpaid Interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an offer to purchase will receive a Change Event of Control Offer or an Asset Sale Loss Offer, as the case Issuers may beuse such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes and such other Indebtedness tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, from the Company prior Trustee will select the Notes and such other Indebtedness to any related purchase date and may elect to have such Notes be purchased by completing the form entitled “Option of Holder to Elect Purchase” on a pro rata basis based on the reverse principal amount of this NoteNotes and such other Indebtedness tendered and will select the Notes to be purchased in the manner described under Section 3.02 of the Indenture.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on April 1, 2024 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $US$1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law and to the Conversion Agent if other than the Trustee). The Company Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent (or other agent appointed for such purpose) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if anythe Notes are Physical Notes, thereon or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Settlement Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date; and (B) delivery of the Notes, subject if the Notes are Physical Notes, to the Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of Holders of record business on the relevant record date second Business Day immediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to receive interest due the Trustee in accordance with Section 15.03. The Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on an Interest Payment the Repurchase Date that is if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in the Indenture, the Company shall make an offer (a “"Change of Control Offer”") to repurchase purchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s the Notes at a purchase an offer price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, interest thereon to the date of settlement purchase (the “"Change of Control Settlement Payment Date”"), subject to the right . Notice 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 a Change of Control Settlement DateOffer shall be mailed by or on behalf of the Company, with a copy to the Trustee or, at the option of the Company and at the expense of the Company, by the Trustee within 30 days following a Change of Control to each Holder of Notes containing the information set forth in Section 4.17 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) In certain circumstances following an When the aggregate amount of Excess Proceeds in connection with Asset SaleSales by the Company exceeds $5.0 million, the Company may be required to commence shall make an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right date 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 Datepurchase, in accordance with the procedures set forth in Section 3.10 of the Indenture. (c) . The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $5.0 million by mailing by first class mail the notice required pursuant to the terms Section 3.10 of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of If a Change of Control, except as provided in the IndentureControl occurs, the Company shall Issuers will be required to make an offer (a “Change of Control Offer”) to repurchase purchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestInterest, if anythereon, thereon to the date of settlement (the “purchase. Within ten days following any Change of Control Settlement Date”)Control, subject the Issuers shall mail a notice to each Holder setting forth 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 procedures governing the Change of Control Settlement DateOffer as required by the Indenture. (b) In certain circumstances following an If the Partnership or a Restricted Subsidiary consummates any Asset SaleSales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company may be required to Partnership shall commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and procedures set forth in the Indenture to all holders Holders of any Pari Passu Indebtedness then outstanding, Notes to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon Interest to the Settlement Datedate of purchase, subject and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture or the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to such Asset Sale Offer exceeds the right amount of Holders Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described under Section 3.02 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. (c) If the Partnership or its Restricted Subsidiaries experience an Event of Loss, within ten days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, and the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Partnership shall commence an offer (an “Event of Loss Offer’’) to all Holders of Notes to purchase the maximum principal amount of Notes that are may be purchased out of such Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of principal amount plus accrued and unpaid Interest to the subject date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an offer to purchase will receive a Change Event of Control Offer or an Asset Sale Loss Offer, as the case Issuers may beuse such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, from the Company prior Trustee will select the Notes to any related purchase date and may elect to have such Notes be purchased by completing in the form entitled “Option manner described under Section 3.02 of Holder to Elect Purchase” on the reverse of this NoteIndenture.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on June 15, 2023 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $US$1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall deliver a notice (the “Company Notice”) to the Trustee, to the Paying Agent and to each Holder (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01; (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if anythe Notes are Physical Notes, thereon or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Settlement DateRepurchase Date until the Repurchase Expiration Time; and (B) delivery of the Notes, subject if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Paying Agent Office, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the Repurchase Expiration Time by delivery of a duly completed written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be surrendered by a Holder thereof if such Holder has also surrendered a Fundamental Change Repurchase Notice and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders of record on the relevant record date to receive interest due on an Interest Payment Repurchase Date that is if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on September 15, 2027 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if anythe Notes are Physical Notes, thereon or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Settlement Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date; and (B) delivery of the Notes, subject if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the address of the Paying Agent set forth in the Company Notice, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of Holders of record business on the relevant record date second Business Day immediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to receive interest due the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on an Interest Payment the Repurchase Date that is if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a Default by the Company in the payment of the Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in each Holder of Notes shall have the Indenture, right to require the Company shall 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 of $2,000thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of settlement purchase (the “"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control Settlement Date”)Control, subject the Company shall mail a notice to each Holder describing the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date transaction or transactions that is on or prior to constitute the Change of Control Settlement Dateand offering to repurchase the Notes pursuant to the procedures required by the Indenture and described in such notice. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company may be required to commence shall make an offer to all Holders (an “Asset Sale Offer”) pursuant of Notes and, to Section 3.08 of the Indentureextent required by the terms thereof, and to all holders or lenders of any Pari Passu Indebtedness then outstanding, (an "ASSET SALE OFFER") to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the asset sale offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value in the case of this Note, Pari Passu Indebtedness issued with significant original issue discount) thereof plus accrued and unpaid interestinterest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts in the case of similar securities, if any, thereon to the Settlement Date, subject to the right date 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 Datepurchase, in accordance with the procedures set forth in Section 4.10 of the Indenture. Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of the tendered Notes and the aggregate principal amount (cor accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) of Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in each Holder of Notes shall have the Indenture, right to require the Company shall 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 of $2,000thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of settlement purchase (the “"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control Settlement Date”)Control, subject the Company shall mail a notice to each Holder describing the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date transaction or transactions that is on or prior to constitute the Change of Control Settlement Dateand offering to repurchase the Notes pursuant to the procedures required by the Indenture and described in such notice. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company may be required to commence shall make an offer to all Holders (an “Asset Sale Offer”) pursuant of Notes and, to Section 3.08 of the Indentureextent required by the terms thereof, and to all holders or lenders of any Pari Passu Indebtedness then outstanding, (an "ASSET SALE OFFER") to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the asset sale offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value in the case of this Note, Pari Passu Indebtedness issued with significant original issue discount) thereof plus accrued and unpaid interestinterest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts in the case of similar securities, if any, thereon to the Settlement Date, subject to the right date 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 Datepurchase, in accordance with the procedures set forth in this 4.10 of the Indenture. Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of the tendered Notes and the aggregate principal amount (cor accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) of Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Twenty-First Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Twenty-First Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Twenty-First Supplemental 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 Twenty-First Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on June 15, 2027 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $US$1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if anythe Notes are Physical Notes, thereon or in compliance with the Depositary’s procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Settlement Repurchase Date until the close of business on the second Scheduled Trading Day immediately preceding the Repurchase Date; and (B) delivery of the Notes, subject if the Notes are Physical Notes, to the Trustee at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of Holders of record business on the relevant record date second Scheduled Trading Day immediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to receive interest due the Trustee in accordance with Section 15.03. The Trustee shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on an Interest Payment the Repurchase Date that is if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been cancelled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following Subject to the occurrence of additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder of Notes will have the right (except as provided set forth in the proviso to ‎Section 4.06(a) of the Indenture, ) to require the Company shall make an offer (a “Change of Control Offer”) Issuer to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each such Holder’s Notes (the “Offer to Purchase”) at a purchase price equal to 101100% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interestinterest thereon, if any, thereon to the date of settlement purchase (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant Interest/Principal Payment Date). If the Issuer or any Subsidiary consummates an Interest Payment Date that is on Asset Sale or prior to the Change of Control Settlement Date. (b) In receives Extraordinary Receipts, in certain circumstances following an Asset Salespecified in ‎Section 4.07 of the Indenture, the Company may be required to Issuer shall commence an offer to all Holders of Notes (an “Asset Sale OfferOffer to Purchase”) pursuant to Section 3.08 ‎Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interestinterest thereon, if any, thereon to the Settlement Date, date of purchase (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on an Interest the relevant Interest/Principal Payment Date that is on or prior to the Settlement Date, ) in accordance with the procedures set forth in the Indenture. (c) Holders . If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Issuer shall select the Notes to be purchased on a pro rata basis, except that are the subject of an offer to purchase any Notes represented by a Global Note will receive a Change of Control Offer be selected by such method as DTC or an Asset Sale Offer, as the case its nominee may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Noterequire.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in the Indenture, the Company shall 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 of $2,000thereof) of each Holder’s the Notes at a price in cash equal to 101% of the aggregate principal amount at maturity thereof plus accrued and unpaid interest, if any, to the date of purchase (or, in the case of repurchases of Notes prior to ____,2002, at a purchase price equal to 101% of the aggregate principal amount Accreted Value thereof as of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement repurchase) (the “"Change of Control Settlement Date”Payment"). Within 65 days following any Change of Control, the Company shall mail a notice to each Holder of Notes issued under the Indenture, with a copy to the Trustee, containing the information set forth in Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the right form entitled "Option of Holders of record Holder to Elect Purchase" on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change reverse side of Control Settlement Datethis Note. (b) In certain circumstances following Within 395 days after the Company's or any Restricted Subsidiary's receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness of a Restricted Subsidiary of the Company (and to correspondingly reduce commitments with respect thereto) or (b) to repay Pari Passu Indebtedness (provided that if the Company shall so repay Pari Passu Indebtedness, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable or, if the Notes may not be then redeemed, the Company shall make an offer pursuant to Section 3.10 of the Indenture to purchase at 100% of the principal amount thereof at maturity (or, in the case of repurchases of Notes prior to ___, 2002, at a purchase price equal to 100% of the Accreted Value thereof as of the date of repurchase) the amount of Notes that would otherwise be redeemed or (c) to an investment in property, capital expenditures or assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall be required to commence make an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Offer to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of this Note, at maturity thereof plus accrued and unpaid interest, if any, interest thereon to the Settlement Datedate of purchase (or, subject to in the right case of Holders repurchases of record on the relevant record date to receive interest due on an Interest Payment Date that is on or Notes prior to ______, 2002, at a purchase price equal to 100% of the Settlement DateAccreted Value thereof as of the date of repurchase), in accordance with the procedures set forth in Section 3.10 of the Indenture. . To the extent that the aggregate principal amount at maturity or Accreted Value (cas applicable) Holders of Notes that are amount of Notes tendered pursuant to an Asset Sale Offer is less than the subject Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount at maturity of an offer or Accreted Value (as applicable) of Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to purchase will receive be purchased on a Change pro rata basis. Upon completion of Control Offer or an such Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” on the reverse of this NoteExcess Proceeds shall be reset at zero.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of ControlControl Triggering Event, except as provided in each Holder shall have the Indenture, the Company shall make an offer (a “Change of Control Offer”) right to require Services to repurchase all or any part (equal its Notes in cash pursuant to $2,000 or an integral multiple the offer described in Section 4.13 of $1,000 in excess of $2,000) of each Holder’s Notes the Indenture at a purchase price equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest thereon and Liquidated Damages, if any, thereon to the date of settlement (the “purchase. Within 30 days following any Change of Control Settlement Date”)Triggering Event, subject Services shall mail a notice to the right of Holders of record on Trustee and each Holder setting forth the relevant record date to receive interest due on an Interest Payment Date that is on or prior to procedures governing the Change of Control Settlement DateOffer as required by the Indenture. (b) In certain circumstances following an If Services, CCPR or any Restricted Subsidiary consummates one or more Asset Sale, Sales and does not use all of the Company may be required to commence an offer to all Holders (an “Net Cash Proceeds from such Asset Sale Offer”) pursuant to Sales as provided in Section 3.08 4.14 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstandingServices will be required, under certain circumstances, to utilize the Net Cash Proceeds from such Asset Sales to offer (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued interest and unpaid interestLiquidated Damages, if any, thereon to the Settlement Datedate of payment. If the Net Cash Proceeds are insufficient to purchase all Notes tendered pursuant to any Asset Sale Offer, subject the Trustee shall select the Notes 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, be purchased in accordance with the procedures set forth in terms of Article 3 of the Indenture. (c) Holders may tender all or, subject to paragraph 8 below, any portion of their Notes that are the subject of an offer to purchase will receive in a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased Offer by completing the form below entitled “Option OPTION OF HOLDER TO ELECT PURCHASE." (d) Services shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an offer required to be made by Services to repurchase the Notes as a result of Holder a Change of Control Triggering Event or an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, Services shall comply with the applicable securities laws and regulations and shall not be deemed to Elect Purchase” on have breached its obligations under the reverse of this NoteIndenture by virtue thereof.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Fourteenth Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Fourteenth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Fourteenth Supplemental 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 Fourteenth Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in the Indenture, the Company shall make an offer (a “"Change of Control Offer”") to repurchase purchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s the Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon thereon, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"). Prior to complying with the provisions of Section 4.09 of the Indenture, subject to but in any event within 30 days following a Change of Control, the right Company shall either repay in full in cash all Indebtedness under the Credit Agreement (and terminate all commitments thereunder) and all other Senior Debt the terms 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 which require repayment upon a Change of Control Settlement Dateor offer to repay in full in cash all Indebtedness under the Credit Agreement (and terminate all commitments thereunder) and all such other Senior Debt and to repay the Indebtedness owed to (and terminate the commitments of) each lender which has accepted such offer or obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder of Notes issued under the Indenture, with a copy to the Trustee, containing the information set forth in Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) In certain circumstances following an When the aggregate amount of Excess Proceeds in connection with Asset SaleSales by the Company exceeds $5.0 million, the Company may be required to commence shall make an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the Settlement Date, subject to the right date 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 Datepurchase, in accordance with the procedures set forth in Section 3.10 of the Indenture. (c) . The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $5.0 million by mailing by first class mail the notice required pursuant to the terms Section 3.10 of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following Subject to the occurrence of additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder of Notes will have the right (except as provided set forth in the proviso to Section 4.06(a) of the Indenture, ) to require 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 of $2,000thereof) of each such Holder’s Notes (the “Offer to Purchase”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interestinterest thereon, if any, thereon to the date of settlement purchase (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on an the relevant Interest Payment Date that Date). Within 30 days following any Change of Control, the Company shall send a written offer to each Holder setting forth the procedures governing the Change of Control Offer to Purchase as required by the Indenture and information regarding such other matters as is on required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or prior 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 Settlement Date. (b) In certain circumstances following Offer to Purchase. If the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor consummates an Asset Sale, in certain circumstances specified in Section 4.07 the Company may be required to shall commence an offer to all Holders of Notes and all holders of other Pari Passu Secured Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale OfferOffer to Purchase”) pursuant to Section 3.08 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness Secured Debt 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 of this Note, thereof plus accrued and unpaid interestinterest thereon, if any, thereon to the Settlement Date, date of purchase (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on an the relevant Interest Payment Date that is on or prior to the Settlement Date, ) in accordance with the procedures set forth in the Indenture. (c) . If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Company shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer Offer to purchase Purchase will receive a Change of Control an Offer or an Asset Sale Offer, as the case may be, to Purchase from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on March 16, 2026 (the “Repurchase Date”), all of such Holder’s Notes, or any part (portion thereof that is equal to $2,000 US$200,000 or an integral multiple of $1,000 US$200,000 in excess of $2,000) of each Holder’s Notes thereof, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, if anybut excluding, thereon the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Settlement Date, subject Holders submitting the Notes for repurchase on the Repurchase Date but instead to the right of Holders of record such Notes at the close of business on the relevant record date to receive interest due on an Interest Payment Regular Record Date that is on or immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Settlement Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures set forth a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Indenture. (c) Holders Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of Notes that are such Company Notice shall be prepared by the subject Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of an offer to purchase will receive a Change general circulation in The City of Control Offer New York or an Asset Sale Offer, publish such information on the Company’s website or through such other public medium as the case Company may be, from use at that time. No failure of the Company prior to any related purchase date give the foregoing notices and may elect no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this NoteSection 15.01.

Repurchase at Option of Holders. (a) Within 30 days following Upon the occurrence of a Change of Control, except as provided in each Holder of Notes shall have the Indenture, right to require the Company shall 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 of $2,000thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change 140 of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"). Within 30 days following any Change of Control, subject the Company shall mail a notice to each Holder describing the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date transaction or transactions that is on or prior to constitute the Change of Control Settlement Dateand offering to repurchase the Notes pursuant to the procedures required by the Indenture and described in such notice. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company may will be required to commence make an offer to all Holders of Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an “"Asset Sale Offer”") pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the asset sale offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, thereof plus accrued and unpaid interestinterest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts in the case of similar securities, if any, thereon to the Settlement Date, subject to the right date 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 Datepurchase, in accordance with the procedures set forth in Section 3.10 of the Indenture. (c) Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of the tendered Notes and Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by 141 completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse side of this Note.

Repurchase at Option of Holders. (a) Within 30 days following At any time on or after December 3, 2024, each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash all of such Holder’s Notes, or any part (portion of the principal amount thereof properly surrendered pursuant to this Section 15.01 that is equal to $2,000 1,000 or an integral multiple of $1,000 1,000, on the date (the “Repurchase Date”) specified by the Company that is not less than ten (10) Business Days or more than thirty (30) Business Days following the date of the Paying Agent’s receipt of a duly completed notice from such Holder (a) if the Notes are Physical Notes, in excess the form set forth as Attachment 5 to the Form of $2,000Note attached hereto as Exhibit A, or (b) of if the Notes are Global Notes, in compliance with the Applicable Procedures for surrendering interests in Global Notes (such applicable notice, the “Optional Repurchase Notice”), in each Holder’s Notes case at a purchase repurchase price equal to 101100% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interest, if any, thereon to to, but not including, the date of settlement Repurchase Date (the “Change of Control Settlement DateRepurchase Price”), subject to unless the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Repurchase Date that is falls after a Regular Record Date but on or prior to the Change of Control Settlement Date. (b) In certain circumstances following an Asset SaleInterest Payment Date to which such Regular Record Date relates, in which case the Company may be required shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenturerecord as of such Regular Record Date, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may Repurchase Price shall be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this NoteSection 15.01. A Holder shall have the right to deliver an Optional Repurchase Notice at any time prior to December 3, plus accrued and unpaid interest2024 provided that, if anynotwithstanding the date of delivery of any such notice, thereon the Repurchase Date shall not be required to precede December 3, 2024. The Paying Agent shall promptly notify the Company of the receipt by it of any Optional Repurchase Notice. Within five (5) Business Days of receipt of any Optional Repurchase Notice, the Company shall notify each Holder that has delivered any such Optional Repurchase Notice of the Repurchase Date with respect to the Settlement Date, subject Notes specified therein and of the calculation of the Repurchase Price with respect thereto. Repurchases of Notes under this Section 15.01 shall be made on the applicable Repurchase Date specified by the Company following delivery by a Holder to the right Paying Agent of Holders of record on an Optional Repurchase Notice and (i) if the relevant record date to receive interest due on an Interest Payment Date that is on or prior Notes are Physical Notes, the delivery by the Holder to the Settlement DatePaying Agent of the Notes specified in such Optional Repurchase Notice (together with all necessary endorsements for transfer) at the office of the Paying Agent, or (ii) if the Notes are Global Notes, the book entry transfer of the Notes to the Paying Agent, in accordance compliance with the procedures set forth in Applicable Procedures of the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer Depositary, with such delivery or an Asset Sale Offerbook entry transfer, as applicable, being a condition to the case may be, from obligation of the Company prior to any related purchase date and may elect to have pay the Repurchase Price due in respect of such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this NoteNotes.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of If a Change of Control, except as provided in the IndentureControl occurs, the Company shall Issuers will be required to make an offer (a “Change of Control Offer”) to repurchase purchase all or any part (equal to $2,000 1 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestInterest, if anythereon, thereon to the date of settlement (the “purchase. Within ten days following any Change of Control Settlement Date”)Control, subject the Issuers shall mail a notice to each Holder setting forth 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 procedures governing the Change of Control Settlement DateOffer as required by the Indenture. (b) In certain circumstances following an If the Partnership or a Restricted Subsidiary consummates any Asset SaleSales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company may be required to Partnership shall commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and procedures set forth in the Indenture to all holders Holders of any Pari Passu Indebtedness then outstanding, Notes to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of this Note, plus accrued and unpaid interest, if any, thereon Interest to the Settlement Datedate of purchase, subject and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture or the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to such Asset Sale Offer exceeds the right amount of Holders Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described under Section 3.02 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. (c) If the Partnership or its Restricted Subsidiaries experience an Event of Loss, within ten days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, and the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Partnership shall commence an offer (an “Event of Loss Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes that are may be purchased out of such Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of principal amount plus accrued and unpaid Interest to the subject date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an offer to purchase will receive a Change Event of Control Offer or an Asset Sale Loss Offer, as the case Issuers may beuse such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, from the Company prior Trustee will select the Notes to any related purchase date and may elect to have such Notes be purchased by completing in the form entitled “Option manner described under Section 3.02 of Holder to Elect Purchase” on the reverse of this NoteIndenture.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant a record date to receive interest due on an the relevant Interest Payment Date that is on or prior to the Change of Control Settlement Date. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant a record date to receive interest due on an the relevant Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer, as the case may be, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Eighth Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Eighth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Eighth Supplemental 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 Eighth Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, Debentures shall be purchased by the Company shall make an offer at the option of the holder for cash on February 15, 2013, 2015, 2020, or the next Business Day after each such date if any such date is not a Business Day (each, a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes "REPURCHASE DATE"), at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (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. (b"REPURCHASE PRICE") In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, plus the Debentures to be repurchased. The Company shall pay any accrued and unpaid interest, including Additional Interest, if any, thereon to (but excluding) such Repurchase Date to the Settlement holders of such Debentures on the record date immediately preceding such Repurchase Date. Unless the Company has issued a notice of redemption to redeem the Debentures as set forth in Section 3.01, not later than 20 Business Days prior to any Repurchase Date, subject the Company shall mail a notice (the "COMPANY NOTICE") by first class mail to the right Trustee and to each holder (and to beneficial owners as required by applicable law). The notice shall include a form of Holders repurchase notice to be completed by a holder and shall state: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of record on the relevant record date Trustee, the Paying Agent and the Conversion Agent; (iii) that Debentures as to receive interest due on an Interest Payment Date that is on or prior to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 15 hereof and the Settlement Date, terms of the Debentures if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; 101 (iv) that Debentures must be surrendered to the Paying Agent to collect payment; (v) that the Repurchase Price for any Debenture as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Debenture as described in (iv); (vi) the procedures set forth the holder must follow to exercise its repurchase rights under this Section 16.01 and a brief description of those rights; (vii) briefly, the conversion rights, if any, with respect to the Debentures; (viii) the procedures for withdrawing a Repurchase Notice; and (ix) the CUSIP number of the Securities. At the Company's request, the Trustee shall give such notice in the Indenture.Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Purchases of Debentures hereunder shall be made, at the option of the holder thereof, upon: (cA) Holders delivery to the Paying Agent by the holder of Notes a written notice of repurchase (a "REPURCHASE NOTICE") during the period beginning at any time from the opening of business on the date that are is 20 Business Days prior to the subject relevant Repurchase Date until the close of an offer business on the last Business Day prior to purchase the Repurchase Date stating: (1) the certificate number of the Debentures which the holder will receive a Change deliver to be purchased or the appropriate Depositary procedures if certificated Debentures have not been issued for such Debenture, (2) the portion of Control Offer the principal amount of the Debenture which the holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an Asset Sale Offerintegral multiple of $1,000, and (3) that such Debenture shall be purchased by the Company as of the case may beRepurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; provided, however, that if the Debentures are not in certificated form, the notice must comply with appropriate Depositary procedures; and (B) delivery of such Debenture to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 16.01 only if the Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the Company prior holder thereof, pursuant to any related purchase date and may elect to have this Section 16.01, a portion of a Debenture, if the principal amount of such Notes purchased by completing the form entitled “Option portion is $1,000 or an integral multiple of Holder to Elect Purchase” on the reverse $1,000. Provisions of this NoteIndenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Company contemplated pursuant to the provisions of this Section 16.01 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Repurchase Date and the time of delivery of the Debenture.

Repurchase at Option of Holders. (a) Within 30 days following Each Holder shall have the occurrence of a Change of Controlright, except as provided in the Indentureat such Holder’s option, to require the Company shall make an offer (a “Change of Control Offer”) to repurchase for cash on December 15, 2016 (the “Repurchase Date”), all of such Holder’s Notes, or any part (equal to $2,000 or portion thereof that is an integral multiple of $US$1,000 in excess of $2,000) of each Holder’s Notes principal amount, at a purchase repurchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement DateRepurchase Price”), 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. (b) In certain circumstances following an Asset Sale, the Company may be required to commence an offer to all Holders (an “Asset Sale Offer”) pursuant to Section 3.08 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Notethe Notes to be repurchased, plus accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”); (ii) the Repurchase Price; (iii) the Repurchase Date; (iv) the name and address of the Conversion Agent and Paying Agent; (v) that the Notes with respect to which a Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of this Indenture; (vi) that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and (vii) the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Simultaneously with providing the Company Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. Repurchases of Notes under this Section 15.01 shall be made, at the option of the Holder thereof, upon: (A) delivery to the Paying Agent (with a copy to the Trustee) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if anythe Notes are Physical Notes, thereon or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of business on the date that is 20 Business Days prior to the Settlement Repurchase Date until the close of business on the second Business Day immediately preceding the Repurchase Date; and (B) delivery of the Notes, subject if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. Each Repurchase Notice shall state: (A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase, or, in the case of Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures; (B) the portion of the principal amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and (C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent (with copy to the Trustee) the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of Holders of record business on the relevant record date second Business Day immediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to receive interest due the Paying Agent (with a copy to the Trustee) in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. No Repurchase Notice with respect to any Notes may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. (b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders on an Interest Payment the Repurchase Date that is if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the Settlement Datecase of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes). The Trustee will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in accordance compliance with the procedures set forth in of the Indenture. (c) Holders of Notes that are the subject of an offer Depositary shall be deemed to purchase will receive a Change of Control Offer have been canceled, and, upon such return or an Asset Sale Offercancellation, as the case may be, from the Company prior to any related purchase date and may elect Repurchase Notice with respect thereto shall be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notebeen withdrawn.

Repurchase at Option of Holders. (a) Within 30 days following the occurrence of a Change of Control, except unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as provided described in the Indentureparagraph 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 of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon interest to the date of settlement (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 a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Eighteenth Supplemental Indenture. (b) In certain circumstances following On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $25.0 million, the Company may be required to shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.08 3.09 of the Eighteenth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of this Note, the Notes plus accrued and unpaid interest, if any, interest thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Eighteenth Supplemental 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 Eighteenth Supplemental Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (cwith 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 a Change of Control Offer or an Asset Sale Offer, as the case may be, Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of this Notethe Notes.