Common use of Repurchase at Option of Holder Clause in Contracts

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

Repurchase at Option of Holder. If Upon a Change of Control occursTriggering Event, each Holder will have the right right, subject to require that certain conditions specified in the Indenture, to cause the Company purchase to repurchase all or a portion any part of the Notes of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), Holder at a purchase price equal to 101% of the principal amount thereof of the Notes to be repurchased plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of purchase. Within 30 days following ) as provided in, and subject to the date terms of, the Indenture; provided, however, the Company shall not be obligated to purchase the Notes upon which the a Change of Control occurredTriggering Event in the event that it has optionally redeemed all the Notes. In accordance with Section 4.10 of the Indenture, the Company must send will be required to offer to purchase Notes upon the occurrence of certain events. If Holders of not less than 90% in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms aggregate principal amount of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date outstanding Notes validly tender and do not withdraw such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to Notes in a Change of Control Offer shall be required to surrender and the NoteCompany, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the or any third Business Day prior to the party making a Change of Control Payment Date. If Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or a Restricted Subsidiary consummates any Asset Salessuch third party will have the right, under certain circumstancesupon not less than 10 nor more than 60 days’ prior notice, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) given not more than 30 days following such purchase pursuant to Section 3.09 such Change of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Control Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of redeem all Notes and, if it so elects, that remain outstanding following such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount purchase at a price in cash equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100101% of the accreted value thereof) principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to but excluding the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesredemption.

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

Repurchase at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: If there is a Change of Control occursControl, each Holder of Notes will have the right to require that the Company purchase Partnership to repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) at a purchase price equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of purchase. Within 30 days following any Change of Control, the date upon which Partnership shall mail a notice to each Holder setting forth the procedures governing the Change of Control occurred, Offer as required by the Company must send in the case of Global Notes, through the facilities of DTC, Indenture and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms information regarding such other matters as is required under Section 5.06 of the Change Indenture. The Holder of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as this Note may be required by law (the “Change of Control Payment Date”). Holders electing elect to have this Note or a Note portion hereof in an authorized denomination purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the appearing below and tendering this Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior pursuant to the Change of Control Payment DateOffer. If the Company Issuers or a any Restricted Subsidiary of the Partnership consummates any an Asset SalesSale, under in certain circumstances, circumstances specified in Section 5.07 of the Company is required to Indenture the Issuers shall commence an a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 4.09 of the Indenture. The Net Proceeds Offer may also be made Indenture to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with out of the Net Excess Proceeds Offer Amount at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Excess Proceeds Offer Amountallocated for repurchase of Notes, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive a Net Proceeds Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

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

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, the Issuer shall make an offer to each Holder will have of Notes to repurchase on the right to require that the Company purchase Change of Control Payment Date all or a portion any part of such Holder’s Notes pursuant (equal to the offer described in the Indenture (the “Change of Control Offer”), $1,000 or an integral multiple thereof) at a purchase price equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice repurchase (subject to the Trustee and each Holder, which notice shall govern the terms right of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice prior to the close of business receive interest due on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid relevant interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tenderedpayment date). Holders of Notes that are the subject of to an offer to purchase will receive a Net Proceeds Change of Control Offer from the Company Issuer prior to any related purchase date Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to To Elect Purchase” on appearing below. When the reverse cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 of the Indenture exceeds $30.0 million, the Issuer shall make an offer to all Holders of the Notes (an “Excess Proceeds Offer”) to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, together with accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture. To the extent the Issuer or a Restricted Subsidiary is required under the terms of other First Lien Obligations of the Issuer or such Restricted Subsidiary (other than Subordinated Indebtedness), the Issuer shall also make a pro rata offer to the holders of such First Lien Obligations (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other First Lien Obligations surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis by lot, and, in the case of global notes, in accordance with the procedures of the Depositary. To the extent that the principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds, the Issuer may use any remaining Excess Proceeds in any manner not prohibited by the Indenture. Upon completion of an Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are subject to an offer to purchase will receive an Excess Proceeds Offer from the Issuer prior to any related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder To Elect Purchase” appearing below.

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder will holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple of such Holder’s $1,000) of that holder's Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”)") on the terms set forth in the Indenture. In the Change of Control Offer, at the Company shall offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and Additional Interestunpaid interest, if any, on the Notes repurchased (the "Change of Control Payment"), to but excluding the date of purchase. Within 30 days following the date upon which the any Change of Control occurredControl, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, shall mail a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than holder as may be required by law the Indenture. (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. b) If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesand when the aggregate amount of Excess Proceeds exceeds $50.0 million, or at such earlier point as may be elected by the Company, the Company is required to commence shall make an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 holders of the Indenture. The Net Proceeds Offer may also be made to Notes and all holders of other Senior Subordinated Debt Indebtedness that is pari passu with the Notes and equally and ratably secured 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, including the Company Term Loans and each series of Existing Indebtedness that contains similar asset sale provisions, when applicable (an "Asset Sale Offer"), to purchase or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, redeem the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with or redeemed out of the Net Excess Proceeds (including each series of Existing Indebtedness that contains similar asset sale provisions). The offer price in any Asset Sale Offer Amount at a price shall be equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or and other pari passu Indebtedness tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company shall select the Notes and such other pari passu Indebtedness to be purchased in accordance with on a pro rata basis. Upon completion of each Asset Sale Offer, the depository’s procedures (based on amounts tendered)amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will shall receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company will be required to offer to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Payment Date all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of to an offer to purchase will receive a Net Proceeds Change of Control Offer from the Company prior to any related purchase date Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” on " appearing below. When the reverse cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 (Asset Sales) and 4.16 (Maintenance of Insurance) or Section 3.09 (Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds $25 million, the Company will be required to offer to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon to the date of purchase. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is pari passu with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes with any proceeds which constitute Excess Proceeds under the Indenture, the Company shall make a pro rata offer to the holders of all other pari passu Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of such 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 subject to an offer to purchase will receive a Excess Proceeds Offer from the Company prior to any related Purchase Payment Date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below.

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion Subsidiary consummates any Asset Sales, pursuant to Section 4.10 of such Holder’s the Indenture, when the aggregate amount of Excess Proceeds exceeds $5 million, the Company will be required to make an offer (an "Asset Sale Offer") to all Holders of Notes pursuant to the offer described in Section 3.10 of the Indenture (to purchase the “Change maximum principal amount of Control Offer”), Notes that may be purchased out of the Excess Proceeds at a purchase an offer price in cash in an amount equal to 101100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must date will be no earlier less than 30 days nor later more than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to after the date of purchasethe Asset Sale Offer, in accordance with the procedures set forth in Section 3.10 of the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company (or such Subsidiary) may repay any principal amount, or accrued and unpaid interest thereon, owing pursuant to the city improvement bonds, the FF&E Financing and/or the Second Mortgage Notes (not to exceed, in the aggregate, the amount by which the Excess Proceeds exceeds the aggregate principal amount of Notes, plus accrued and unpaid interest thereon, tendered in such Asset Sale Offer) and may, subject to the provisions of the Indenture and the Collateral Documents, use such deficiency for general corporate purposes or any remaining Excess Proceeds for any other purpose not otherwise prohibited by the IndentureIndenture and the Collateral Documents. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)manner set forth in Section 3.02 of the Indenture. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

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

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase or one of its Restricted Subsidiaries consummates any Asset Sales, they shall not be required to apply any Net Available Cash in accordance with the Indenture until the aggregate Net Available Cash from all or a portion Asset Sales following the date the Notes are first issued exceeds [$__] million. Thereafter, the Company shall, after application of such Holder’s the additional aggregate [$__] million of Net Available Cash as provided in Section 4.12 of the Indenture, commence an offer for Notes pursuant to the offer described in Indenture by applying the Net Available Cash (an "ASSET SALE OFFER") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the “Change of Control Offer”), Net Available Cash at a purchase an offer price in cash equal to 101% [100.0]% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following fixed for the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making closing of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt (including Additional Notes) tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountAvailable Cash, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountAvailable Cash, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

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

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

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

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof; provided that the unrepurchased portion of a Note must be in a minimum denomination of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Special Interest, if any, to (but not including) the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment DatePayment”). Holders electing Within 30 days following any Change of Control, the Company shall mail a notice to have a Note purchased pursuant to a each Holder setting forth the procedures governing the Change of Control Offer shall be as required to surrender by the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateIndenture. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstanceswhen the aggregate amount of Excess Proceeds exceeds $75 million, the Company is required to shall commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made Indenture to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with out of the Net Excess Proceeds Offer Amount at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, thereon to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)this Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased on a pro rata basis; provided, that if such Notes are in the form of Global Notes, such Notes shall be selected in accordance with the depository’s procedures (based on amounts tendered)of DTC. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Senior Notes will have the right to require that the Company purchase Anvil to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, Liquidated Damages thereon to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, Anvil will mail a notice to each Holder describing the date upon which transaction or transactions that constitute the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice offering to repurchase Senior Notes pursuant to the Trustee procedures required by the Indenture and each Holderdescribed in such notice. Anvil will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. On the Change of Control Purchase Date, which notice shall govern Anvil will, to the terms of extent lawful, (1) accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, 2) deposit with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other all Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by Anvil. The Paying Agent will promptly mail to each Holder of Senior Notes so tendered the Change of Control Payment for such other Senior Subordinated Debt surrendered Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by holders thereof exceeds book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of Net Proceeds $1,000 or an integral multiple thereof. Anvil will publicly announce the results of the Change of Control Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse Change of the NotesControl Purchase Date.

Repurchase at Option of Holder. (a) If there is a Change of Control occursin Control, each Holder will have the right to require that the Company purchase shall be required to make an offer (a "Change in Control Offer") to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase (the "Change in Control Repurchase Price"). Within 15 days following any Change in Control, in accordance with the Company shall mail a notice to each Holder setting forth the procedures set forth governing the Change in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, Control Offer as may be provided for required by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Change in Control Offer is less than the Net Proceeds Offer Amount, the Company may use included in such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount Change of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer AmountControl Offer, the Company shall select the use such deficiency to make an offer to repurchase Junior Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)provisions of the Junior Note Indenture. Holders of Notes that are the subject of an offer to purchase a Change in Control Offer will receive a Net Proceeds Change in Control Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. Notwithstanding anything to the contrary in the Indenture or this Section 7, the Company shall not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change in Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under the change in control offer required to be made under the Senior Note Indenture and under the Change in Control Offer.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Exchange Debentures will have the right to require that the Company purchase Holdings to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes 's Exchange Debentures pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus an amount in cash equal to all accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, Holdings will mail a notice to each Holder describing the date upon which transaction or transactions that constitute the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice offering to repurchase Exchange Debentures pursuant to the Trustee procedures required by the Indenture and each Holderdescribed in such notice. Holdings will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Exchange Debentures as a result of a Change of Control. On the Change of Control Purchase Date, which notice shall govern Holdings will, to the terms of extent lawful, (1) accept for payment all Exchange Debentures or portions thereof properly tendered pursuant to the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, 2) deposit with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may all Exchange Debentures or portions thereof so tendered and (3) deliver or cause to be provided for by delivered to the terms of such Senior Subordinated Debt). To Trustee the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If Exchange Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes Exchange Debentures or portions thereof being purchased by Holdings. The Paying Agent will promptly mail to each Holder of Exchange Debentures so tendered the Change of Control Payment for such other Senior Subordinated Debt surrendered Exchange Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by holders thereof exceeds book entry) to each Holder a new Exchange Debenture equal in principal amount to any unpurchased portion of the Exchange Debentures surrendered, if any; provided that each such new Exchange Debenture will be in a principal amount of Net Proceeds $1,000 or an integral multiple thereof. Holdings will publicly announce the results of the Change of Control Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse Change of the NotesControl Purchase Date.

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by this Indenture. If the Company or a Subsidiary consummates any Asset Sales, within thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $25 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer) pursuant to Section 3.03 of the First Supplemental Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)this Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

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

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

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

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price Purchase Price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall send by first-class mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. On the 366th day after an Asset Sale (the "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (1), (2) or (3) of paragraph (B) or as permitted by paragraph (E) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company to make an offer to purchase (the "Net Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date (except to the extent a longer period is required by applicable law), from all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount; provided, however, to the extent that such Excess Proceeds relate to an Asset Sale of assets or property that did not constitute Collateral at the time of such Asset Sale, the Net Proceeds Offer shall be for Notes and any other pari passu Indebtedness outstanding containing similar provisions requiring an offer to purchase such Indebtedness with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of such Excess Proceeds. The offer price in any Net Proceeds Offer will be equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the date Net Proceeds Offer Payment Date. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of purchase. Within 30 Holders within 25 days following the date upon which Net Proceeds Offer Trigger Date, with a copy to the Change Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of Control occurredthe Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the Company must send in tendered Notes will be purchased on a pro rata basis based on the case aggregate amounts of Global Notes, through the facilities of DTC, Notes tendered (and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern select the terms tendered Notes of tendering Holders on a pro rata basis based on the Change amount of Control OfferNotes tendered). Such notice A Net Proceeds Offer shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date remain open for a period of 20 Business Days or such notice is mailed, other than longer period as may be required by law law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the “Change entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of Control Payment Date”$10.0 million, shall be applied as required above). Holders electing Any Net Loss Proceeds from an Event of Loss with respect to have Collateral with a Note purchased pursuant to a Change fair market value in excess of Control Offer shall be required to surrender $5.0 million that are not applied or invested as provided in the Note, with the form entitled “Option first sentence of Holder to Elect Purchase” on the reverse paragraph (a) of Section 4.19 of the Note completedIndenture or that were not designated for investment in Subject Property in respect of a project that shall have been commenced, to the Paying Agent at the address specified in the notice and for which binding contractual commitments shall have been entered into, on or prior to the close 366th day after the Event of business on Loss (the third Business Day prior "Loss Proceeds Offer Trigger Date") will be deemed to constitute "Excess Loss Proceeds." In accordance with the Change provisions of Control Payment Date. If the Indenture, Excess Loss Proceeds shall be applied by the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence make an offer to purchase (a "Loss Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Loss Proceeds Offer Trigger Date (except to the extent a longer period is required by applicable law), from all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum that amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with equal to the Net Loss Proceeds Offer Amount at a an offer price in cash in an amount equal to 100% of their the principal amount (orof Notes to be purchased, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date Loss Proceeds Offer Payment Date. Each Loss Proceeds Offer will be mailed to the record Holders as shown on the register of purchaseHolders within 25 days following the Loss Proceeds Offer Trigger Date, in accordance with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture (orIndenture. Upon receiving notice of the Loss Proceeds Offer, Holders may elect to tender their Notes in respect whole or in part in integral multiples of such other Senior Subordinated Debt, such lesser price, if any, as may be provided $1,000 in exchange for by the terms of such Senior Subordinated Debt)cash. To the extent that Holders properly tender Notes in an amount exceeding the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Loss Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If tendered Notes will be purchased on a pro rata basis based on the aggregate principal amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Loss Proceeds Offer shall remain open for a period of 20 Business Days or such other Senior Subordinated Debt surrendered longer period as may be required by holders thereof exceeds law. The Company may defer the amount Loss Proceeds Offer until there is an aggregate unutilized Loss Proceeds Offer Amount equal to or in excess of Net $5.0 million resulting from one or more Events of Loss (at which time, the entire unutilized Loss Proceeds Offer Amount, and not just the Company amount in excess of $5.0 million, shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tenderedapplied as required above). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder will holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple of such Holder’s $1,000) of that holder's Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”)") on the terms set forth in the Indenture. In the Change of Control Offer, at the Company shall offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and Additional Interestunpaid interest, if any, on the Notes repurchased (the "Change of Control Payment"), to but excluding the date of purchase. Within 30 days following the date upon which the any Change of Control occurredControl, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, shall mail a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than holder as may be required by law the Indenture. (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. b) If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesand when the aggregate amount of Excess Proceeds exceeds $50.0 million, or at such earlier point as may be elected by the Company, the Company is required to commence shall make an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to Notes and all holders of other Senior Subordinated Indebtedness that is Priority Lien Debt and that contains provisions similar to those set forth in the Indenture with respect to offers to purchase, redeem or prepay with the proceeds of sales of assets (an "Asset Sale Offer"), to purchase, redeem or prepay the maximum principal amount of Notes and such other Priority Lien Debt (and cash collateralize letters of credit constituting Priority Lien Debt) that may be purchased, redeemed, prepaid or cash collateralized out of the Company Excess Proceeds (including each series of Existing Indebtedness that contains similar asset sale provisions), provided that if a Priority Lien Document governing a Series of Priority Lien Debt requires the purchase, redemption or a Restricted Subsidiary of the Company requiring the making prepayment of such Priority Lien Debt and/or the cash collateralization of letters of credit constituting Priority Lien Debt with such Excess Proceeds, in lieu of making an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on redeem or prepay such Priority Lien Debt, the Company may use a pro rata basisportion of any Excess Proceeds to purchase, the maximum amount redeem or prepay such Priority Lien Debt and cash collateralize letters of Notes andcredit constituting Priority Lien Debt, if it so elects, such other Senior Subordinated Debt that may as applicable. The offer price in any Asset Sale Offer shall be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereoninterest, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Priority Lien Debt tendered into such Asset Sale Offer or such other Senior Subordinated Debt surrendered by holders thereof otherwise required to be purchased, redeemed, prepaid or cash collateralized exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company shall select the Notes and such other Priority Lien Debt to be purchased in accordance with on a pro rata basis. Upon completion of each Asset Sale Offer, the depository’s procedures (based on amounts tendered)amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will shall receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will shall have the right right, at such Holder's option, pursuant to require that an offer (subject only to conditions required by applicable law, if any) by the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”"), to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 60 Business Days after the date of occurrence of such Change of Control, at a purchase cash price equal to 101% of the principal amount thereof plus (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Additional InterestLiquidated Damages, if any, ) to the date of purchase. Within 30 days following the date upon which the Change of Control occurredPurchase Date. The Change of Control Offer shall be made within 30 Business Days following a Change of Control by mailing a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes pursuant to the procedures required by this Indenture. The Change of Control Offer shall remain open for at least 20 Business Days following the mailing of such Change of Control Offer but in no event longer than 30 Business Days, unless required by law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company must send promptly shall purchase all Notes properly tendered in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice response to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice The Company shall state, among comply with the requirements of Regulation 14E under the Exchange Act and any other things, securities laws and regulations thereunder to the purchase date, which must be no earlier than 30 days nor later than 60 days from extent such laws and regulations are applicable in connection with the date such notice is mailed, other than repurchase of the Notes as may be required by law (the “Change a result of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Control. To the extent that the aggregate amount provisions of any such securities laws or regulations conflict with the provisions of this paragraph, compliance by the Company or any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of its obligations under such covenant. On or before the Change of Control Purchase Date, the Company shall, to the extent lawful (a) accept for payment all Notes or such other Senior Subordinated Debt portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), of all Notes so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and deliver to such Holders a Net Proceeds new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted will be delivered promptly by the Company to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer is less than on or as soon as practicable after the Net Proceeds Offer AmountChange of Control Purchase Date. Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by will(a)(i) repay in full and terminate all commitments under Indebtedness under the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer AmountCredit Agreement, the Company shall select the Notes to be purchased pro rata in accordance with the depository’s procedures principal amounts then outstanding under the Notes and the Credit Agreement, respectively, or (based on amounts tendered). Holders of Notes that are the subject of an ii) offer to purchase will receive a Net Proceeds Offer from repay in full and terminate all commitments under all Indebtedness under the Company prior Credit Agreement and repay the Indebtedness owed to any related purchase date each lender which has accepted such offer in full, pro rata in accordance with the principal amounts then outstanding under the Notes and may elect the Credit Agreement, respectively, or (b) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to have such Notes purchased by completing permit the form entitled “Option of Holder to Elect Purchase” on the reverse repurchase of the Notes.Notes as provided herein. The Company's failure

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, the Issuer shall make an offer to each Holder will have of Notes to repurchase on the right to require that the Company purchase Change of Control Payment Date all or a portion any part of such Holder’s Notes pursuant (equal to the offer described in the Indenture (the “Change of Control Offer”), $1,000 or an integral multiple thereof) at a purchase price equal to 101103.25% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice repurchase (subject to the Trustee and each Holder, which notice shall govern the terms right of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, relevant record date to the Paying Agent at the address specified in the notice prior to the close of business receive interest due on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid relevant interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tenderedpayment date). Holders of Notes that are the subject of to an offer to purchase will receive a Net Proceeds Change of Control Offer from the Company Issuer prior to any related purchase date Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to To Elect Purchase” on appearing below. When the reverse cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 of the Indenture exceeds $20.0 million, the Issuer shall make an offer to all Holders of the Notes (an “Excess Proceeds Offer”) to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 102.25% of the principal amount thereof, together with accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture. To the extent the Issuer or a Restricted Subsidiary is required under the terms of other First Lien Obligations of the Issuer or such Restricted Subsidiary (other than Subordinated Indebtedness), the Issuer shall also make a pro rata offer to the holders of such First Lien Obligations (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other First Lien Obligations surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis by lot, and, in the case of global notes, in accordance with the procedures of the Depositary. To the extent that the principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds, the Issuer may use any remaining Excess Proceeds in any manner not prohibited by the Indenture. Upon completion of an Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are subject to an offer to purchase will receive an Excess Proceeds Offer from the Issuer prior to any related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder To Elect Purchase” appearing below.

Repurchase at Option of Holder. If a Change Each Holder of Control occurs, each Holder will have the Securities has the right to require that the Company purchase all or a portion to repurchase for cash all, but not less than all, of such Holder’s Notes pursuant to the offer described in the Indenture Securities on December 23, 2021 (the “Change of Control OfferRepurchase Date”), at a purchase price equal to 101100% of the principal amount thereof of the Securities to be purchased plus accrued interest and Additional Interestunpaid interest, if any, to on the date of purchase. Within 30 days following the date upon which the Change of Control occurredprincipal amount being purchased to, but not including, the Company Repurchase Date (the “Repurchase Price”). For any Security to be repurchased, the Trustee and the Paying Agent must send receive, at their respective offices maintained for such purpose, no earlier than the opening of business on October 15, 2021 and no later than the close of business on November 17, 2021: • in the case of Global Notes, through the facilities Securities in definitive form and held outside of DTC, Euroclear and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other thingsClearstream, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with actual Securities and the form entitled “Option of Holder to Elect PurchaseRepurchase” on attached hereto duly completed; or • in the reverse case of Securities in global form as represented by this Global Euro Note, instructions to that effect from the applicable beneficial owner of the Global Euro Note completed, representing the Securities to the Common Depositary (via Euroclear and Clearstream) and forwarded by the Common Depositary to the Paying Agent and Trustee. Any notice of election from a Holder to exercise the repurchase option must be received by the Trustee and the Paying Agent by 5:00 p.m., New York City time, on November 17, 2021. The Trustee and the Paying Agent shall provide the Company with any such notice of election received from a Holder of the Securities within two (2) Business Days of receipt of such notice. Exercise of the repurchase option by the Holder of a Security shall be irrevocable. Sections 1105 and 1106 of the Indenture shall apply to the repurchase option, except that references in such sections to “redemption” or similar words shall be deemed to refer to “repurchase.” The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth in the Indenture, which provisions apply to this Security. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of, and premium, if any, on, all of the Securities of this series at the address specified time Outstanding may be declared due and payable in the notice prior manner and with the effect provided in the Indenture. As provided in and subject to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 provisions of the Indenture, unless the principal of all of the Securities of this series at the time Outstanding shall already have become due and payable, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The Net Proceeds Offer may foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Parent Guarantor and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series of Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, Redemption Price or Repurchase Price, if applicable, on, and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any Place of Payment where the principal of, premium, Redemption Price or Repurchase Price, if applicable, on, and interest on this Security are payable duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in minimum denominations of €100,000 and any integral multiple of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to holders cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of other Senior Subordinated Debt this Security for registration of transfer, the Company, the Trustee, the Paying Agent and any agent of the Company, the Trustee or the Paying Agent may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee, the Paying Agent nor any such agent shall be affected by notice to the contrary. Except as provided in Article Sixteen of the Indenture, no recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Security, or because of any indebtedness evidenced thereby, shall be had against any promoter, as such, or against any past, present or future stockholder, member, partner, director, officer, employee, agent thereof or trustee, as such, of the Company or a Restricted Subsidiary any Guarantor or of any successor thereof, either directly or through the Company or any Guarantor or any successor thereof, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Security by the Holder thereof and as part of the Company requiring consideration for the making issue of such an offerthe Securities of this series. THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Pursuant to a recommendation promulgated by the Net Proceeds OfferCommittee on Uniform Security Identification Procedures, the Company shall offer has caused “CUSIP” numbers to purchasebe printed on the Securities of this series as a convenience to the Holders of such Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities of this series, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that and reliance may be purchased with placed only on the Net Proceeds Offer Amount at a price equal other identification numbers printed hereon. Capitalized terms used in this Security which are not defined herein shall have the meanings assigned to 100% of their principal amount (or, them in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If [This space intentionally left blank.] Unless the aggregate principal amount certificate of Notes authentication hereon has been executed by or such other Senior Subordinated Debt surrendered on behalf of the Trustee by holders thereof exceeds the amount of Net Proceeds Offer Amountmanual signature, the Company this Security shall select the Notes to not be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior entitled to any related purchase date and may elect to have such Notes purchased by completing benefit under the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesIndenture or be valid or obligatory for any purpose.

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

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, and Liquidated Damages thereon to the date of purchaserepurchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the date upon which Company shall mail a notice to each Holder stating: (1) that the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice Offer is being made pursuant to the Trustee and each Holder, which notice shall govern the terms Section 4.15 of the Change of Control Offer. Such notice shall state, among other things, Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which must shall be no earlier later than 30 days nor later than 60 business days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). ; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note any Notes purchased pursuant to a Change of Control Offer shall will be required to surrender the NoteNotes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior preceding the Change of Control Payment A1-4 91 Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date. If , a telegram, telex, facsimile transmission or letter setting forth the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesname of the Holder, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the an integral multiple thereof. The Company shall select the Notes to be purchased in accordance comply with the depository’s procedures (based on amounts tendered). Holders requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes that are the subject in connection with a Change of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesControl.

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company will be required to offer to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Payment Date all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of to an offer to purchase will receive a Net Proceeds Change of Control Offer from the Company prior to any related purchase date Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” on " appearing below. A-104 When the reverse cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 (Asset Sales) and 4.16 (Maintenance of Insurance) or Section 3.09 (Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds $17.5 million, the Company will be required to offer to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon to the date of purchase. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is PARI PASSU with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes with any proceeds which constitute Excess Proceeds under the Indenture, the Company shall make a pro rata offer to the holders of all other PARI PASSU Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other PARI PASSU Indebtedness surrendered by holders thereof exceeds the amount of such 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 subject to an offer to purchase will receive a Excess Proceeds Offer from the Company prior to any related Purchase Payment Date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below.

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or shall make a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”)Offer to each Holder to repurchase all or any part, equal to $1,000 or an integral multiple of $1,000, of the Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes to be repurchased, plus accrued interest and Additional Interestunpaid interest, if any, on Notes repurchased to the date fixed for repurchase. In the event of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer Control, notice thereof shall be required given by the Company to the Holders as provided in the Indenture. To exercise a repurchase right, a Holder must surrender the Note, with the form entitled “Option of Holder Notes to Elect Purchase” on the reverse of the Note completed, be repurchased to the Paying Agent at the address specified as provided in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of If the Company or a Restricted Subsidiary of the Company requiring consummates any Asset Sale or Asset Sales, when the making aggregate amount of such an offer. Pursuant to the Net Excess Proceeds Offerexceeds $15.0 million, the Company shall offer make an Asset Sale Offer to purchase, all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.03 of the Second Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase on a pro rata basis, basis (based on the purchase price) the maximum principal amount of Notes and, if it so elects, and such other Senior Subordinated Debt pari passu Indebtedness that may be purchased with out of the Net Proceeds Excess Proceeds. The offer price in any Asset Sale Offer Amount at a price shall be equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture (or, in respect cash. If any Excess Proceeds remain after consummation of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amountan Asset Sale Offer, the Company may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Excess Proceeds Offer Amountavailable to purchase Notes, the Company Trustee shall select the Notes to be purchased in accordance with on a pro rata basis. Upon completion of each Asset Sale Offer, the depository’s procedures (based on amounts tendered). Holders amount of Notes that are the subject of an offer to purchase Excess Proceeds will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbe reset at zero.

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

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occurs, each Holder will have the right to require that the Company purchase all or will make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Debentures at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereonon the Debentures repurchased, if any, to but not including the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, in accordance the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control, and providing other information regarding the Change of Control Offer. The Company will comply with the procedures set forth requirements of Rule 13e-4 and Rule 14e-1 under the Exchange Act, including the filing of a Schedule TO if required, and will comply with the requirements of any other federal and state securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Indenture repurchase of the Debentures by the Company as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful: (or1) accept for payment all Debentures or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of such other Senior Subordinated Debtall Debentures or portions of Debentures properly tendered, such lesser price, if any, as may and (3) deliver or cause to be provided for by delivered to the terms of such Senior Subordinated Debt). To Trustee the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes Debentures or such other Senior Subordinated Debt surrendered portions of Debentures being purchased by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures terms of the Indenture. The Paying Agent will promptly mail to each Holder of Debentures properly tendered the Change of Control Payment for such Debentures, and the Trustee will promptly authenticate and mail (based or cause to be transferred by book entry) to each Holder a new Debenture equal in principal amount to any unpurchased portion of the Debentures surrendered, if any; provided that each new Debenture will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on amounts tendered)or as soon as practicable after the Change of Control Payment Date. Holders In lieu of Notes that are paying the subject of an offer to purchase will receive a Net Proceeds Offer from repurchase price in cash, the Company may, at its option, pay the Repurchase Price, in whole or in part, in shares of its Common Stock (or in the case of a merger, consolidation or similar transaction in which the Company is not the surviving corporation, common stock, common equity interests, ordinary shares or American Depository Shares of the surviving corporation or its direct or indirect parent corporation) valued at 95% of the average of the closing prices of the Company's Common Stock for the five Trading Days immediately preceding the second Trading Day prior to any related purchase date and the Repurchase Date; provided that the Company may elect pay the Repurchase Price in whole or in part in shares of Common Stock or such other securities only upon satisfaction of the conditions set forth in the Indenture. Notwithstanding anything to the contrary, a Change of Control shall not be deemed to have such Notes purchased by completing occurred if either: (1) the form entitled “Option of Holder to Elect Purchase” on the reverse last sale price of the NotesCompany's Common Stock for any five Trading Days during the ten Trading Days immediately preceding the Change of Control is at least equal to 105% of the conversion price in effect on such Trading Days or (2) in the case of a merger or consolidation, all of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters' appraisal rights) in the merger or consolidation constituting the Change of Control consists of shares of Class A common stock, American Depositary Shares or other certificates representing common Equity Interests traded on a United States national securities exchange or quoted on NASDAQ (or which will be so traded or quoted when issued or exchanged in connection with such Change of Control) and as a result of such transaction or transactions the Debentures become convertible solely into such shares of Class A common stock or other certificates representing Equity Interests.

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

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

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

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

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Senior Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages, if any, thereon to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurredand offering to repurchase Senior Notes pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. On the Change of Control Purchase Date, the Company must send in the case of Global Noteswill, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee extent lawful, (1) accept for payment all Senior Notes or portions thereof validly tendered and each Holder, which notice shall govern the terms of not properly withdrawn pursuant to the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, 2) deposit with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other all Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other portions thereof so validly tendered and not properly withdrawn and (3) deliver or cause to be delivered to the Trustee the Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Senior Notes so validly tendered and not properly withdrawn the Change of Control Payment for such other Senior Subordinated Debt surrendered Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by holders thereof exceeds book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of Net Proceeds $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse Change of the NotesControl Purchase Date.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, Liquidated Damages thereon to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurredand offering to repurchase Notes pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company must send in the case of Global Noteswill, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holderextent lawful, which notice shall govern the terms of (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, 2) deposit with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of all Notes or such other Senior Subordinated Debt portions thereof so tendered pursuant and (3) deliver or cause to a Net Proceeds Offer is less than be delivered to the Net Proceeds Offer Amount, Trustee the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such other Senior Subordinated Debt surrendered Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by holders thereof exceeds book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of Net Proceeds Offer Amount$1,000 or an integral multiple thereof. Prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, the Company shall select will either repay all outstanding Senior Indebtedness or obtain the Notes requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to be purchased in accordance with permit the depository’s procedures (based on amounts tendered). Holders repurchase of Notes that are required by this covenant. The Company will publicly announce the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse results of the NotesChange of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control occurs, Offer”) to each Holder will have the right to require that the Company purchase repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s Notes pursuant at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the offer described in the Indenture date of purchase (the “Change of Control OfferPayment”). Within 25 days following any Change of Control, at the Company shall mail a purchase price equal notice to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, each Holder with a copy to the date of purchase. Within 30 days following Trustee setting forth the date upon which procedures governing the Change of Control occurredOffer as required by Section 5.14 of the Indenture. When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control make an Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made Indenture to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant all Holders and all Pari Passu Holders to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated and Pari Passu Debt that may be purchased with out of the Net Proceeds Offer Amount Excess Proceeds, at a an offer price in cash in an amount equal to 100% of their the principal amount (orthereof, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof and the Indenture (or, in respect of instrument or instruments governing such other Senior Subordinated Pari Passu Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated and Pari Passu Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company may use such deficiency any remaining Excess Proceeds for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated and Pari Passu Debt surrendered by holders thereof Holders and Pari Passu Holders, respectively, exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with on a pro rata basis. Upon completion of such offer to purchase, the depository’s procedures (based on amounts tendered)amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.”

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

Repurchase at Option of Holder. If (i) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make an offer to purchase all of the outstanding Notes (the “Change of Control occurs, each Offer”) pursuant to the procedures set forth in Section 4.14 of the Indenture. Each Holder will shall have the right to accept such offer and require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described Change of Control Offer at a purchase price in the Indenture cash (the “Change of Control OfferPayment”), at a purchase price ) equal to 101% of the principal amount thereof of the Notes repurchased plus accrued interest and Additional Interestunpaid interest, if any, to (but excluding) the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on an applicable Interest Payment Date falling on or prior to the date of purchase). Within 30 days following the date upon which the The Company’s obligation to make a Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice Offer to the Trustee and each Holder, which notice shall govern the terms of the Holders upon a Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (waived or modified at any time prior to the “occurrence of such Change of Control Payment Date”)with the written consent of the Majority Holders. Holders electing The Company shall not be required to have make a Note purchased pursuant Change of Control Offer upon a Change of Control if: (a) a third party makes an offer to purchase all of the outstanding Notes in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.14 of the Indenture applicable to a Change of Control Offer shall be required and purchases all Notes validly tendered and not validly withdrawn pursuant to surrender the Notesuch offer to purchase, with the form entitled “Option or (b) notice of Holder redemption has been given pursuant to Elect Purchase” on the reverse Section 3.01 of the Note completedIndenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the Paying Agent at contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the address specified occurrence of such Change of Control, if a definitive agreement is in the notice prior to the close of business on the third Business Day prior to place for the Change of Control Payment Date. If at the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, time of making the Company is required to commence an offer to all Holders (a “Net Proceeds Change of Control Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Change of Control Offer from the Company prior to any the related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder Holders to Elect Purchase” on the reverse of the Notesthis Note.

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

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will shall have the right right, at such Holder's option, pursuant to require that an offer (subject only to conditions required by applicable law, if any) by the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”"), to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 60 Business Days after the date of occurrence of such Change of Control, at a purchase cash price equal to 101% of the principal amount thereof plus (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Additional InterestLiquidated Damages, if any, ) to the date of purchase. Within 30 days following the date upon which the Change of Control occurredPurchase Date. The Change of Control Offer shall be made within 30 Business Days following a Change of Control by mailing a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes pursuant to the procedures required by this Indenture. The Change of Control Offer shall remain open for at least 20 Business Days following the mailing of such Change of Control Offer but in no event longer than 30 Business Days, unless required by law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company must send promptly shall purchase all Notes properly tendered in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice response to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice The Company shall statecomply with the requirements of Regulation 14E under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this paragraph, among other things, compliance by the purchase date, which must be no earlier than 30 days nor later than 60 days from Company or any of the date Guarantors with such notice is mailed, other than as may be required by law (laws and regulations shall not in and of itself cause a breach of its obligations under such covenant. On or before the “Change of Control Purchase Date, the Company shall, to the extent lawful (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), of all Notes so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted will be delivered promptly by the Company to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date”). Holders electing , any accrued and unpaid interest (and Liquidated Damages, if any, due on such Interest Payment Date) will be paid to have the person in whose name a Note purchased is registered at the close of business on such Record Date, and such accrued and unpaid interest (and Liquidated Damages, if applicable) will not be payable to Holders who tender the Notes pursuant to the Change of Control Offer. The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer shall be required to surrender made by the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described in the Indenture below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interestunpaid interest, if any, and Liquidated Damages thereon to the date of purchaserepurchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the date upon which Company shall mail a notice to each Holder stating: (1) that the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice Offer is being made pursuant to the Trustee and each Holder, which notice shall govern the terms Section 4.15 of the Change of Control Offer. Such notice shall state, among other things, Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which must shall be no earlier later than 30 days nor later than 60 business days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). ; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note any Notes purchased pursuant to a Change of Control Offer shall will be required to surrender the NoteNotes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the A2-4 102 notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date. If ; (6) that Holders will be entitled to withdraw their election if the Company Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or a Restricted Subsidiary consummates any Asset Sales, under certain circumstancesletter setting forth the name of the Holder, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the an integral multiple thereof. The Company shall select the Notes to be purchased in accordance comply with the depository’s procedures (based on amounts tendered). Holders requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes that are the subject in connection with a Change of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesControl.

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price Purchase Price equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall send by first-class mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. On the 366th day after an Asset Sale (the "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (1), (2) or (3) of paragraph (B) or as permitted by paragraph (E) of Section 4.10 of the Indenture (oreach, in respect a "Net Proceeds Offer Amount") shall be applied by the Company to make an offer to purchase (the "Net Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date (except to the extent a longer period is required by applicable law), from all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount; provided, however, to the extent that such Excess Proceeds relate to an Asset Sale of assets or property that did not constitute Collateral at the time of such Asset Sale, the Net Proceeds Offer shall be for Notes and any other Senior Subordinated Debtpari passu Indebtedness outstanding containing similar provisions requiring an offer to purchase such Indebtedness with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of such Excess Proceeds. The offer price in any Net Proceeds Offer will be equal to 100% of the principal amount of the Notes, such lesser priceplus accrued and unpaid interest and Additional Interest, if any, to the Net Proceeds Offer Payment Date. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may be provided elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for by the terms of such Senior Subordinated Debt)cash. To the extent that the aggregate Holders properly tender Notes in an amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than exceeding the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If tendered Notes will be purchased on a pro rata basis based on the aggregate principal amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such other Senior Subordinated Debt surrendered longer period as may be required by holders thereof exceeds law. The Company may defer the amount Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the Company amount in excess of $10.0 million, shall select be applied as required above). Any Net Loss Proceeds from an Event of Loss with respect to Collateral with a fair market value in excess of $5.0 million that are not applied or invested as provided in the Notes first sentence of paragraph (a) of Section 4.19 of the Indenture or that were not designated for investment in Subject Property in respect of a project that shall have been commenced, and for which binding contractual commitments shall have been entered into, on or prior to the 366th day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be purchased in deemed to constitute "Excess Loss Proceeds." In accordance with the depository’s procedures (based on amounts tendered). Holders provisions of Notes that are the subject of Indenture, Excess Loss Proceeds shall be applied by the Company to make an offer to purchase will receive (a Net "Loss Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Loss Proceeds Offer Trigger Date (except to the extent a longer period is required by applicable law), from all Holders on a pro rata basis, that amount of Notes equal to the Company prior Loss Proceeds Offer Amount at an offer price in cash in an amount equal to any related purchase date 100% of the principal amount of Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the Loss Proceeds Offer Payment Date. Each Loss Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Loss Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Loss Proceeds Offer, Holders may elect to have such tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Loss Proceeds Offer Amount, the tendered Notes will be purchased by completing the form entitled “Option of Holder to Elect Purchase” on a pro rata basis based on the reverse aggregate amounts of Notes tendered (and the NotesTrustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Loss Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company may defer the Loss Proceeds Offer until there is an aggregate unutilized Loss Proceeds Offer Amount equal to or in excess of $5.0 million resulting from one or more Events of Loss (at which time, the entire unutilized Loss Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required above).

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

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursEvent, each Holder the Issuer will have the right be required to require that the Company purchase make an offer (a “Change of Control Offer”) to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s Notes pursuant Securities at a repurchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the offer described in the Indenture date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Event, the Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. If the Issuer or any Restricted Subsidiary consummates any Asset Sales, within 45 days of each date on which the aggregate amount of Excess Proceeds exceeds $250.0 million, the Issuer will commence an offer to all Holders of Securities, and at the Issuer’s option, to all holders of other Indebtedness that is pari passu with the Securities (an “Asset Sale Offer”), at ) to purchase on a purchase pro rata basis the maximum principal amount of the Securities being repurchased and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 101100% of the principal amount thereof of the Securities being repurchased plus accrued and unpaid interest and Additional Special Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and will be payable in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datecash. If any Excess Proceeds remain after the Company or a Restricted Subsidiary consummates any consummation of an Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Sale Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company Issuer may use such deficiency for general corporate purposes or those Excess Proceeds for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or Securities and other pari passu Indebtedness tendered into such other Senior Subordinated Debt surrendered by holders thereof Asset Sale Offer exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company shall Trustee will select the Notes Securities and such other pari passu Indebtedness to be purchased in accordance with on a pro rata basis. Upon Completion of an Asset Sale Offer, the depository’s procedures (based on amounts tendered)amount of Excess Proceeds will be reset to zero. Holders of Notes Securities that are the subject of a Change of Control Offer or an offer to purchase will receive a Net Proceeds Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes Securities purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesattached to this Security.

Repurchase at Option of Holder. If a Change of Control occursUpon the occuxxxxxx xx x Xxxxxx xx Xxxtrol, each Holder will have the right to require that the Company purchase all or to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to repurchase all or any part of such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, to the date of purchaserepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to a Change of Control Offer shall be the procedures required to surrender by the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified Indenture and described in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datesuch notice. If the Company or a Restricted Subsidiary consummates any Asset SalesSale, under certain circumstanceswithin ten days of each date on which the aggregate amount of Asset Sale Excess Proceeds exceeds $10.0 million, the Company is required to shall commence an offer to all Holders (a “Net Proceeds Offer”) of Notes pursuant to Section 3.09 3.9 of the Indenture. The Net Indenture to purchase or redeem with such Asset Sale Excess Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such (an offer. Pursuant to the Net Proceeds "Asset Sale Offer, the Company shall offer to purchase, on a pro rata basis, ") the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with out of the Net Proceeds Offer Amount proceeds, at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountAsset Sale Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountAsset Sale Excess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. If the sum of (i) the aggregate amount of the Net Proceeds of Real Estate Transactions deposited by the Company into the Real Estate Cash Collateral Account pursuant to the Cash Collateral Agreement, plus (ii) 100% of the Projected Excess Cash Flow, less (iii) the aggregate amount of the reduction of availability under the New Credit Facility as a result of the Real Estate Transactions exceeds the amounts used to prepay Rollover Term Loans pursuant to Section 2.5(c) of the Senior Loan Agreement (including the application of any amounts held in the Cash Collateral Account and applied to the prepayment of the Rollover Term Loans) (any such excess, the "Excess Proceeds"), then within ten days of November 30, 2001, the Company shall commence an offer to all Holders of Notes pursuant to Section 3.9 of the Indenture to purchase or redeem with the excess proceeds (an "Offer") the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of repurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Offer from the Company prior to the related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

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

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

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

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase shall be required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase (the "CHANGE OF CONTROL PAYMENT"). Within 10 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. If after the Company or a Restricted Subsidiary consummates any Asset Sale, the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall commence an offer to all Holders of Notes and all holders of other Parity Indebtedness an aggregate principal amount of Notes and such other Parity Indebtedness that may be purchased (or repaid, prepaid or redeemed) equal to the aggregate Excess Proceeds (an "ASSET SALE OFFER") pursuant to Section 4.14 of the Indenture to purchase the maximum principal amount of Notes and other Parity 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 (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such and other Senior Subordinated Debt Parity Indebtedness tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or such and other Senior Subordinated Debt Parity Indebtedness surrendered by holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company shall select the Notes and other Parity Indebtedness to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

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

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

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by this Indenture. If the Company or a Subsidiary consummates any Asset Sales, within thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $75 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer) pursuant to Section 3.04 of the Sixth Supplemental Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)this Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by this Indenture. If the Company or a Subsidiary consummates any Asset Sales, within thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $50 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer) pursuant to Section 3.03 of the Fifth Supplemental Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)this Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

Repurchase at Option of Holder. If a Change of Control occurs, each Holder will shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice Offer and shall state, among other things, be in compliance with the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”)Indenture. Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change change of Control control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a an “Net Proceeds Asset Sale Offer”) pursuant to Section 3.09 4.08 of the Indenture. The Net Proceeds Asset Sale Offer may also be made to holders of other Senior Subordinated Indebtedness of the Company or a Restricted Subsidiary ranking pari passu with the Notes requiring the making of such an offer (“Pari Passu Debt”). Pursuant to the Asset Sale Offer, the Company shall offer to purchase on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of any other Pari Passu Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchaseSubsidiary, on a pro rata basis, the maximum amount of Notes and, if it so elects, and such other Senior Subordinated Pari Passu Debt that may be purchased with the Net Proceeds Asset Sale Offer Amount at a price equal to 100% of their principal amount in accordance with the procedures (or, including pro-rating in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of over-subscription and calculation of the accreted value thereofprincipal amount of notes denominated in different currencies) set forth in the Indenture, plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture purchase (or, in respect of such other Senior Subordinated Pari Passu Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To Pari Passu Debt in accordance with the extent that procedures (including pro-rating in the aggregate event of over-subscription and calculation of the principal amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by denominated in different currencies) set forth in the Indenture). If the aggregate principal amount of Notes or such other Senior Subordinated Pari Passu Debt surrendered by holders thereof exceeds the amount of Net Proceeds Asset Sale Offer Amount, the Company shall select the Notes to will be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

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

Repurchase at Option of Holder. If there is a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or shall be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), ) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by this Indenture. If the Company or a Subsidiary consummates any Asset Sales, within thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $50 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer) pursuant to Section 3.03 of the Fourth Supplemental Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)this Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

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

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, the Issuers shall make an offer to each Holder will have of Notes to repurchase on the right to require that the Company purchase Change of Control Payment Date all or a portion any part of such Holder’s Notes pursuant (equal to the offer described $2,000 or an integral multiple of $1,000 in the Indenture (the “Change of Control Offer”), excess thereof) at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to the date of repurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Holders of Notes that are subject to an offer to purchase will receive a Change of Control Offer from the Issuers prior to any related Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder To Elect Purchase” appearing below. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described above, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to but excluding the date of purchaseredemption. Within 30 days following When the date upon which the Change cumulative amount of Control occurredExcess Proceeds exceeds $35.0 million, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice Issuers shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence make an offer to all Holders of the Notes (a an “Net Excess Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, purchase the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net out of such Excess Proceeds Offer Amount at a an offer price in cash in an amount equal to 100% of their the principal amount (orthereof, in the event such other Senior Subordinated Debt was issued together with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that Cedar Fair or a Restricted Subsidiary is required under the aggregate amount terms of Notes Indebtedness of Cedar Fair or such Restricted Subsidiary (other Senior than Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer AmountIndebtedness), the Company may use Issuers shall also make a pro rata offer to the holders of such deficiency for general corporate purposes or for any other purpose not prohibited by Indebtedness (including the IndentureNotes) with such proceeds. If any Issuer notifies the Trustee in writing that the aggregate principal amount of Notes or such and other Senior Subordinated Debt parity Indebtedness surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amountsuch Excess Proceeds, the Company Trustee shall select the Notes to be purchased on a pro rata basis or otherwise in accordance with the depository’s applicable procedures (based on amounts tendered)of the Depositary. To the extent that the principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes in compliance with the provisions of the Indenture. Upon completion of an Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of to an offer to purchase will receive a Net an Excess Proceeds Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to To Elect Purchase” on the reverse of the Notesattached hereto.

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

Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder will have the right right, subject to the terms and conditions set forth in the Indenture, to require that the Company purchase all or a portion of such Holder’s 's Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”)") pursuant to Section 5.08, at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurredoc- curred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notessend, by first first-class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, under certain circumstances, circumstances the Company is required to commence an offer to all Holders of Notes (a “Net an "Excess Proceeds Offer”") pursuant to Section 3.09 of the IndentureSec- tion 5.03. The Net offer price for the Notes (the "Excess Proceeds Offer may also Amount") will be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant pur- suant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company (or such Subsidiary) may use such deficiency remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited prohib- ited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered surren- dered by holders Holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. 9.

Repurchase at Option of Holder. (a) If there is a Change in Control, subject to the provisions of Control occursArticle 10 of the Indenture, each Holder will have the right to require that the Company purchase shall be required to make an offer (a "Change in Control Offer") to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase the ("Change in Control Repurchase Price"). Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of Senior Notes are permitted to deliver written notice of exercise of their right to require the Company to repurchase the Senior Notes pursuant to the Senior Note Indenture upon any Change in Control, the Company shall mail a notice to each Holder setting forth the procedures set forth governing the Change in Control Offer as required by the Indenture. Prior to complying with this Section 7, but in any event within 90 days following a Change in Control, the Company shall either (1) repay all outstanding Senior Indebtedness (other than the Senior Notes) and offer to repurchase all outstanding Senior Notes in accordance with the terms of the Senior Note Indenture or (or, in respect of such other Senior Subordinated Debt, such lesser price2) obtain the requisite consents, if any, as may be provided for under all agreements governing outstanding Senior Indebtedness to permit the repurchase of the Notes required by the terms of such Senior Subordinated Debt)this Section 7. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Change in Control Offer is less than the Net Proceeds Offer Amountincluded in such Change in Control Offer, the Company may use such deficiency for general corporate purposes or for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase a Change in Control Offer will receive a Net Proceeds Change in Control Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. Notwithstanding anything to the contrary in the Indenture or this Section 7, the Company shall not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change in Control Offer made by the Company and purchases all Senior Notes and all Notes validly tendered and not withdrawn under the change in control offer required to be made under the Senior Note Indenture and under the Change in Control Offer.

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control, the Company will be obligated to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the principal amount of each Holder's Senior Subordinated Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase (the "Change of Control Payment") in accordance with the provisions set forth in Sections 3.09 and 4.14 of the Indenture. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Subordinated Notes as a result of a Change of Control. The Company will not be required to make a Change of Control occursOffer upon a Change of Control if a third party makes the Change of Control Offer in the manner, each Holder will have at the right to require that times and otherwise in compliance with the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described requirements set forth in the Indenture (applicable to a Change of Control Offer made by the “Company and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer”. When the aggregate amount of Excess Proceeds exceeds $5.0 million (an "Excess Proceeds Offer Triggering Event"), the Company shall make an offer to all Holders of Senior Subordinated Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Senior Subordinated Notes that may be purchased out of the Excess Proceeds, at a purchase an offer price in cash in an amount equal to 101100% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, Liquidated Damages if any, thereon to the date of purchase, in accordance with the procedures set forth in Sections 3.09 and Section 4.10 of the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt Notes tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountExcess Proceeds, the Company may use such deficiency any remaining Excess Proceeds for general corporate purposes or for any other purpose not prohibited by (subject to the restrictions of the Indenture). If the aggregate principal amount of Notes or such other Senior Subordinated Debt Notes surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountExcess Proceeds, the Company Trustee shall select the Senior Subordinated Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders Upon completion of Notes that are the subject of an such offer to purchase will receive a Net purchase, the amount of Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesshall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change in Control, subject to the provisions of Control occursArticle 10 of the Indenture and to the provisions of the Intercreditor Agreement, each Holder will have the right to require that the Company purchase shall be required to make an offer (a "Change in Control Offer") to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchasepurchase the ("Change in Control Repurchase Price"). Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of Senior Notes are permitted to deliver written notice of exercise of their right to require the Company to repurchase the Senior Notes pursuant to the Senior Note Indenture upon any Change in Control, the Company shall mail a notice to each Holder setting forth the procedures set forth governing the Change in Control Offer as required by the Indenture. Prior to complying with this Section 7, but in any event within 90 days following a Change in Control, the Company shall either (1) repay all outstanding Senior Indebtedness (other than the Senior Notes) and offer to repurchase all outstanding Senior Notes in accordance with the terms of the Senior Note Indenture or (or, in respect of such other Senior Subordinated Debt, such lesser price2) obtain the requisite consents, if any, as may be provided for under all agreements governing outstanding Senior Indebtedness to permit the repurchase of the Notes required by the terms of such Senior Subordinated Debt)this Section 7. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Change in Control Offer is less than the Net Proceeds Offer Amountincluded in such Change in Control Offer, the Company may use such deficiency for general corporate purposes or for any other purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase a Change in Control Offer will receive a Net Proceeds Change in Control Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. Notwithstanding anything to the contrary in the Indenture or this Section 7, the Company shall not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change in Control Offer made by the Company and purchases all Senior Notes and all Notes validly tendered and not withdrawn under the change in control offer required to be made under the Senior Note Indenture and under the Change in Control Offer.

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

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

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

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or a portion of to repurchase such Holder’s Notes pursuant to the offer described 's Debentures in the Indenture whole or in part (the “"Change of Control Offer”), ") at a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, and Additional InterestLiquidated Damages, if any, to the date Change of purchaseControl Payment Date on the terms described in the Indenture. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if (a) the ratings assigned to the 1999 Senior Notes by the Rating Agencies prior to the announcement are not downgraded or placed on a negative credit watch by either such Rating Agency as a result thereof and (b) no Default has occurred and is continuing under the 1999 Senior Note Indenture. Within 30 days following the date upon which the any Change of Control occurredControl, the Company must send in the case of Global Notesshall send, through the facilities of DTC, and in the case of certificated notesor cause to be sent, by first class mail, postage prepaid, a notice regarding the Change of Control Offer to each Holder of Debentures. The Holder of this Debenture may elect to have this Debenture or a portion hereof in an authorized denomination purchased by completing the Trustee form entitled "Option of Holder to Require Purchase" appearing below and each Holder, which notice shall govern the terms of tendering this Debenture pursuant to the Change of Control Offer. Such notice shall state, among other things, Unless the purchase date, which must be no earlier than 30 days nor later than 60 days from Company defaults in the date such notice is mailed, other than as may be required by law (payment of the “Change of Control Payment Date”). Holders electing to have a Note purchased with respect thereto, all Debentures or portions thereof accepted for payment pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required Offer will cease to commence an offer to all Holders accrue interest (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereonLiquidated Damages, if any, to ) from and after the date Change of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesControl Purchase Date.

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

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

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

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

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

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

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

Repurchase at Option of Holder. If (a) Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company purchase all or a portion of Issuer to repurchase such Holder’s 's Secured Notes pursuant to the offer described in the Indenture whole or in part (the “"Change of Control Offer”), ") at a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, and Special Interest, if any, and Additional InterestAmounts, if any, to the date Change of purchaseControl Payment Date on the terms described in this Indenture. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if (a) the ratings assigned to the Secured Notes by Xxxxx'x and S&P prior to the announcement are not downgraded or placed on a negative credit watch by either such rating agency as a result thereof and (b) no Default has occurred and is continuing. Within 30 days following the date upon which the any Change of Control occurredControl, the Company must send in the case of Global Notesshall send, through the facilities of DTC, and in the case of certificated notesor cause to be sent, by first class mail, postage prepaid, a notice regarding the Change of Control Offer to each Holder of Secured Notes. The Holder of this Secured Note may elect to have this Secured Note or a portion hereof in an authorized denomination purchased by completing the Trustee form entitled "Option of Holder to Require Purchase" appearing below and each Holder, which notice shall govern the terms of tendering this Secured Note pursuant to the Change of Control Offer. Such notice shall state, among other things, Unless the purchase date, which must be no earlier than 30 days nor later than 60 days from Issuer defaults in the date such notice is mailed, other than as may be required by law (payment of the “Change of Control Payment Date”). Holders electing to have a Note purchased with respect thereto, all Secured Notes or portions thereof accepted for payment pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Offer will cease to accrue interest (and Additional Amounts, if any, and Special Interest, if any) from and after the Change of Control Purchase Date. If (b) If, as of the Company or a Restricted Subsidiary consummates first day of any Asset Sales, under certain circumstancescalendar month, the Company is required aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds exceeds 10% of consolidated total assets of the Company, and if the excess aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds not theretofore subject to commence an Excess Proceeds Offer (the "Excess Proceeds Offer Amount"), totals as least $10.0 million, the Issuer must, not later than the fifteenth Business Day of such month, make an offer to all Holders (a “Net an "Excess Proceeds Offer”") to purchase from the Holders pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant and subject to the Net Proceeds Offer, conditions contained in the Company shall offer to purchase, Indenture on a pro rata basis, the maximum basis an aggregate principal amount of Secured Notes andequal to such excess aggregate amount of Sale Excess Proceeds and Loss Excess Proceeds available on such first day of the month, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a purchase price equal to 100% of their principal amount (oramount, plus, in the event such other Senior Subordinated Debt was issued with significant original issue discounteach case, 100% of the accreted value thereof) plus any accrued interest (including Additional Amounts and unpaid interest and Additional Interest thereonSpecial Interest, if any, ) to the date of purchase. The Company is also required, in accordance with not later than the procedures set forth in the Indenture (or, in respect fifteenth Business Day of such other Senior Subordinated Debtmonth, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of make an offer to purchase will receive 12 1/4% Senior Notes due 2006 (the "New Senior Notes") at a Net purchase price equal to 100% of their principal amount, plus any accrued interest (including "special interest") to the date of purchase. The Excess Proceeds Offer from Amount will be allocated on a pro rata basis between the Issuer for its Excess Proceeds Offer to Holders of the Secured Notes and the Company prior for its "Excess Proceeds Offer" 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 Holders of the New Senior Notes.. The Company will prepay the Issuer Loans on a pro rata basis, or make loans constituting Subordinated Obligations to the Issuer, to permit the Issuer to purchase any Secured Notes validly tendered pursuant to an Excess Proceeds Offer. Any amounts remaining after all Secured Notes validly tendered are purchased shall no longer constitute Sale Excess Proceeds or Loss Excess Proceeds. Within 30 days of the date the excess amount of Sale Excess Proceeds and Loss Excess Proceeds in excess of 10% of consolidated total assets of the Company exceeds $10.0 million, the Issuer shall send, or cause to be sent, by first class mail, postage prepaid, a notice regarding the Excess Proceeds Offer to each

Repurchase at Option of Holder. If a Change of Control occursUpon the occuxxxxxx xx x Xxxxxx xx Xxxtrol, each Holder will have the right to require that the Company purchase all or to make an offer (a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “"Change of Control Offer”), ") to repurchase all or any part of such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, to the date of purchaserepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send date specified in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to a Change of Control Offer shall be the procedures required to surrender by the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified Indenture and described in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datesuch notice. If the Company or a Restricted Subsidiary consummates any Asset SalesSale, under certain circumstanceswithin ten days of each date on which the aggregate amount of Asset Sale Excess Proceeds exceeds $10.0 million, the Company is required to shall commence an offer to all Holders (a “Net Proceeds Offer”) of Notes pursuant to Section 3.09 3.9 of the Indenture. The Net Indenture to purchase or redeem with such Asset Sale Excess Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such (an offer. Pursuant to the Net Proceeds "Asset Sale Offer, the Company shall offer to purchase, on a pro rata basis, ") the maximum principal amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with out of the Net Proceeds Offer Amount proceeds, at a an offer price in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) thereof plus accrued and unpaid interest and Additional Interest Liquidated Damages thereon, if any, to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt)Indenture. To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds an Asset Sale Offer is less than the Net Proceeds Offer AmountAsset Sale Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenturepurposes. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders Holders thereof exceeds the amount of Net Proceeds Offer AmountAsset Sale Excess Proceeds, the Company Trustee shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered)a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. If the sum of (i) the aggregate amount of the Net Proceeds of Real Estate Transactions deposited by the Company into the Real Estate Cash Collateral Account pursuant to the Cash Collateral Agreement, plus (ii) 100% of the Projected Excess Cash Flow, less (iii) the aggregate amount of the reduction of availability under the New Credit Facility as a result of the Real Estate Transactions exceeds the amounts used to prepay Rollover Term Loans pursuant to Section 2.5(c) of the Senior Loan Agreement (including the application of any amounts held in the Cash Collateral Account and applied to the prepayment of the Rollover Term Loans) (any such excess, the "Excess Proceeds"), then within ten days of November 30, 2001, the Company shall commence an offer to all Holders of Notes pursuant to Section 3.9 of the Indenture to purchase or redeem with the Excess Proceeds (an "Offer") the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of repurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Offer from the Company prior to the related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company will be required to offer to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Payment Date all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of to an offer to purchase will receive a Net Proceeds Change of Control Offer from the Company prior to any related purchase date Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” on " appearing below. When the reverse cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 (Asset Sales) and 4.16 (Maintenance of Insurance) or Section 3.09 (Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds $17.5 million, the Company will be required to offer to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon to the date of purchase. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is PARI PASSU with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes with any proceeds which constitute Excess Proceeds under the Indenture, the Company shall make a pro rata offer to the holders of all other PARI PASSU Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other PARI PASSU Indebtedness surrendered by holders thereof exceeds the amount of such 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 subject to an offer to purchase will receive a Excess Proceeds Offer from the Company prior to any related Purchase Payment Date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below.

Repurchase at Option of Holder. If Upon the occurrence of a Change of Control occursControl, each Holder will have the right to require that the Company will be required to offer to purchase all or a portion of such Holder’s Notes pursuant to on the offer described in the Indenture (the “Change of Control Offer”), Payment Date all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send in the case of Global Notes, through the facilities of DTC, and in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances, the Company is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Company shall select the Notes to be purchased in accordance with the depository’s procedures (based on amounts tendered). Holders of Notes that are the subject of to an offer to purchase will receive a Net Proceeds Change of Control Offer from the Company prior to any related purchase date Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” on " appearing below. A-3 When the reverse cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 (Asset Sales) and 4.16 (Maintenance of Insurance) or Section 3.09 (Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds $25 million, the Company will be required to offer to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon to the date of purchase. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is pari passu with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes with any proceeds which constitute Excess Proceeds under the Indenture, the Company shall make a pro rata offer to the holders of all other pari passu Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of such 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 subject to an offer to purchase will receive a Excess Proceeds Offer from the Company prior to any related Purchase Payment Date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below.